Common use of Merger Consideration Received in Connection with Exchange Clause in Contracts

Merger Consideration Received in Connection with Exchange. Upon (i) the surrender of the Ironman Certificates for cancellation to the Exchange Agent, or (ii) in the case of Ironman Book Entry Shares, the receipt of an “agent’s message” by the Exchange Agent, and in the case of Ironman Certificates together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration into which such shares of Ironman Common Stock have been converted pursuant to Section 1.5(a) (which may be in book-entry or uncertificated form), and in respect of any dividend or other distributions which the holder has the right to receive pursuant to Section 2.2(c), such dividend or distributions. In the event of a transfer of ownership of Ironman Common Stock which is not registered in the transfer records of Ironman, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c) may be issued to a transferee if the Ironman Certificate representing such Ironman Common Stock (or, in case of Ironman Book Entry Shares, proper evidence of such transfer), as the case may be, is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.2(b), each share of Ironman Common Stock (including any Ironman Certificate with respect thereto) shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder of such share of Ironman Common Stock was entitled to receive in respect of such shares pursuant to Section 1.5(a) and any dividends or other distributions pursuant to Section 2.2(c). No interest shall be paid or shall accrue on any cash payable upon surrender of any Ironman Certificate or in respect of Ironman Book Entry Shares.

Merger Consideration Received in Connection with Exchange. Upon (i) the surrender of the Ironman Certificates a Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent, or (ii) in the case of Ironman Book Entry Shares, the receipt of an “agent’s message” by the Exchange Agent, and in the case of Ironman Certificates together with the Letter a letter of Transmittal, duly, completely transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such shares Certificate shall be entitled to receive in exchange therefor (i) the Merger Consideration into which such number of shares of Ironman Rubicon Project Common Stock have been converted pursuant to Section 1.5(a) (which may shall be in book-entry or uncertificated form)) representing, and in respect the aggregate, the whole number of any dividend or other distributions which the shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.2(c3.1(a)(i), such dividend (ii) any dividends or distributions. In the event of a transfer of ownership of Ironman Common Stock which is not registered in the transfer records of Ironman, the proper number of Sun Ordinary Shares other distributions payable pursuant to Section 1.5(a3.2(d) and (iii) any cash in lieu of fractional shares of Rubicon Project Common Stock payable pursuant to Section 3.1(c), and the Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith canceled. No holder of record of a book-entry share (a “Book-Entry Share”) that immediately prior to the Effective Time represented outstanding shares of Telaria Common Stock shall be required to deliver a Certificate or letter of transmittal or surrender such Book-Entry Shares to the Exchange Agent, and in lieu thereof, each Book-Entry Share shall automatically upon the Effective Time be entitled to receive (x) the number of shares of Rubicon Project Common Stock (which shall be in book-entry form) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant thereto and to Section 3.1(a)(i), (y) any dividends or other distributions which the holder has the right to receive payable pursuant to Section 2.2(c3.2(d) may be issued to a transferee if the Ironman Certificate representing such Ironman and (z) any cash in lieu of fractional shares of Rubicon Project Common Stock (orpayable pursuant to Section 3.1(c). Until surrendered, in the case of Ironman Book Entry Sharesa Certificate, proper evidence of such transfer)or paid for, as in the case may beof a Book-Entry Share, is presented to the Exchange Agentin each case, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.2(b3.2(c), each share of Ironman Common Stock (including any Ironman Certificate with respect thereto) or Book-Entry Share shall be deemed at any time deemed, from and after the Effective Time Time, to represent only the right to receive upon such surrender the Merger Consideration which the holder of such share of Ironman Common Stock was entitled to receive in respect of such shares pursuant to as contemplated by this Section 1.5(a3.2(c) and any dividends or other distributions payable pursuant to Section 2.2(c3.2(d). The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) and make such payments and deliveries with respect to Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or shall accrue accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration or any cash payable upon surrender of any Ironman Certificate or in respect of Ironman Book Entry Shareshereunder.

Merger Consideration Received in Connection with Exchange. Upon (i) Promptly following the Effective Time, Topco shall send, or shall cause the Exchange Agent to send, to each record holder of Xxx Common Shares at the Effective Time (other than any holder of Xxx Common Shares who has previously made (and not revoked) a valid LP Election with respect to all of such xxxxxx’x Xxx Common Shares) a letter of transmittal together with instructions thereto (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent or, in the case of Uncertificated Xxx Shares, upon adherence to the procedures set forth in the letter of transmittal). (ii) The holder of any Xxx Common Shares shall be entitled to receive in exchange therefor the Merger Consideration into which such Xxx Common Shares have been converted pursuant to ‎Section 3.7 at the following time: (i) with respect to Xxx Common Shares represented by a stock certificate (a “Certificate”) and non-certificated outstanding Xxx Common Shares that are not held through the Depository Trust Company (“Uncertificated Xxx Shares”), upon the surrender of the Ironman Certificates such Certificate for cancellation to the Exchange AgentAgent or, with respect to any Certificate that has been lost, stolen or destroyed, an affidavit of lost certificate in a form acceptable to the Exchange Agent (ii) or, in the case of Ironman Book Entry Uncertificated Xxx Shares, upon adherence to the receipt of an “agent’s message” by the Exchange Agent, and procedures set forth in the case letter of Ironman Certificates transmittal), together with the Letter a letter of Transmittaltransmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange AgentAgent or (ii) with respect to non-certificated outstanding Xxx Common Shares held through the Depository Trust Company (“Xxx Book Entry Shares”), automatically without any further action required by the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration into which such shares of Ironman Common Stock have been converted pursuant to Section 1.5(a) (which may be in book-entry or uncertificated form), and in respect of any dividend or other distributions which the holder has the right to receive pursuant to Section 2.2(c), such dividend or distributionsthereof. In the event of a transfer of ownership of Ironman Xxx Common Stock which Shares that is not registered in the transfer records of IronmanXxx, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c) Merger Consideration may be issued to a transferee if the Ironman Certificate representing such Ironman Xxx Common Stock Share (or, in case of Ironman with respect to Xxx Book Entry Shares or Uncertificated Xxx Shares, proper evidence of such transfer), as the case may be, ) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered and exchanged as contemplated by this Section 2.2(b‎Section 3.8(c), each share of Ironman Common Stock (including any Ironman Certificate with respect thereto) Certificate, Uncertificated Xxx Share and Xxx Book Entry Share shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the such holder of such share of Ironman Xxx Common Stock was Shares is entitled to receive in respect of such shares pursuant to Section 1.5(a‎Section 3.7(c). (iii) For the avoidance of doubt and notwithstanding any dividends other provision herein to the contrary, the letter of transmittal to be completed by a holder of Xxx Common Shares shall be of a customary form and have such provisions as Xxx, Polaris and Topco may reasonably agree; provided that such letter of transmittal shall be of an administrative nature only and, without the prior written consent of Xxx, shall not contain any indemnification or other distributions pursuant substantive provisions other than customary representations and warranties as to Section 2.2(c). No interest shall be paid or shall accrue on any cash payable upon surrender authority to execute and deliver the letter of any Ironman Certificate or in respect transmittal and ownership of Ironman Book Entry the Xxx Common Shares.

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Parent Common Stock represented by a Certificate, the surrender of the Ironman Certificates such Certificate for cancellation to the Exchange Agent, or (ii) in the case of Ironman Book Entry Sharesshares of Parent Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, and Agent or (iii) in the case of Ironman Certificates shares of Company Common Stock represented by a Certificate, if applicable, the surrender of such Certificate for cancellation to the Exchange Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto or, in the case of uncertificated shares of Company Common Stock, the Letter of Transmittal only, duly completed and validly executed in accordance with the instructions thereto, in each case, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (A) the East Per Share Merger Consideration into which such shares of Ironman Parent Common Stock have been converted pursuant to Section 1.5(a) (which may be in book-entry or uncertificated form2.03(a), and (B) the Toucan Per Share Merger Consideration into which such shares of Company Common Stock have been converted pursuant to Section 2.03(b), plus any cash in respect lieu of any dividend or other distributions fractional shares which the holder of Company Common Stock has the right to receive pursuant to Section 2.2(c), such dividend or distributions. In the event 2.04(f) and (C) in respect of a transfer of ownership of Ironman Common Stock which is not registered in the transfer records of Ironman, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c2.04(d). In the event of a transfer of ownership of Parent Common Stock or Company Common Stock which is not registered in the transfer records of Parent or the Company, as applicable, a certificate representing the proper number of shares of Holdco Common Stock pursuant to Section 2.03 and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.04(d) may be issued to a transferee transferee, subject to the restrictions in the Holdco Charter, if the Ironman Certificate representing such Ironman Parent Common Stock or Company Common Stock (or, if such Parent Common Stock is held in case of Ironman Book Entry Sharesbook-entry form or if such Company Common Stock is uncertificated, proper evidence of such transfer), as the case may be, ) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.2(b2.04(c), each share of Ironman Parent Common Stock (including or Company Common Stock, as applicable, and any Ironman Certificate with respect thereto) , shall be deemed deemed, with respect to each share of Parent Common Stock, at any time from and after the East Effective Time and, with respect to each share of Company Common Stock, at any time from and after the East/Toucan Effective Time, to represent only the right to receive upon such surrender the East Per Share Merger Consideration or Toucan Per Share Merger Consideration, as applicable, which the holder holders of such share shares of Ironman Parent Common Stock was or Company Common Stock were entitled to receive in respect of such shares pursuant to Section 1.5(a2.03 (and, if applicable, cash in lieu of fractional shares pursuant to Section 2.04(f) and in respect of any dividends or other distributions pursuant to Section 2.2(c2.04(d)). No interest shall will be paid or shall will accrue on any the cash payable upon surrender of any Ironman Certificate (or shares of Parent Common Stock held in respect book-entry form) or delivery of Ironman Book Entry Sharesany Letter of Transmittal.

Merger Consideration Received in Connection with Exchange. Upon (i) the surrender of the Ironman Certificates for cancellation to the Exchange Agent, or (ii) in the case of Ironman Book Entry Sharesshares of Company Common Stock represented by a Certificate, the receipt surrender of an “agent’s message” by such Certificate for cancellation to the Exchange Agent, and in the case of Ironman Certificates Paying Agent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and or (ii) in the case of shares of Company Common Stock held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with such other documents as may reasonably be required pursuant to such instructions or by the Exchange Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration into which such shares of Ironman Company Common Stock have been converted pursuant to Section 1.5(a) (which may be in book-entry or uncertificated form3.01(c), and in respect of any dividend or other distributions which the holder has the right to receive pursuant to Section 2.2(c), such dividend or distributions. In the event of a transfer of ownership of Ironman Company Common Stock which that is not registered in the transfer records of Ironmanthe Company, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c) Merger Consideration may be issued paid to a transferee if the Ironman Certificate representing such Ironman Company Common Stock (or, if such Company Common Stock is held in case of Ironman Book Entry Sharesbook-entry form, proper evidence of such transfer), as the case may be, ) is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid, in each case, to the satisfaction of the Paying Agent. Until Each share of Company Common Stock and, until surrendered as contemplated by this Section 2.2(b3.02(c), each share of Ironman Common Stock (including any Ironman Certificate with respect thereto) , shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender (together with the transmittal materials, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions or by the Paying Agent) the Merger Consideration which Consideration, without any interest thereon and net of any withholding, that the holder holders of such share shares of Ironman Company Common Stock was are entitled to receive in respect of such shares pursuant to Section 1.5(a) and any dividends or other distributions pursuant to Section 2.2(c3.01(c). No interest shall be paid or shall accrue on any the cash payable upon surrender of any Ironman Certificate (or shares of Company Common Stock held in respect of Ironman Book Entry Sharesbook-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) the surrender of the Ironman Stratasys Certificates for cancellation to the Exchange Agent, or (ii) in the case of Ironman Stratasys Book Entry Shares, the receipt of an “agent’s message” by the Exchange Agent, and in the each case of Ironman Certificates together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration into which such shares of Ironman Stratasys Common Stock have been converted pursuant to Section 1.5(a) ‎2.1 (which may be in book-entry or uncertificated form), and in respect of any dividend dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c)‎2.2.4, such dividend or distributions. In the event of a transfer of ownership of Ironman Stratasys Common Stock which is not registered in the transfer records of IronmanStratasys, the proper number of Sun Ordinary Objet Shares pursuant to Section 1.5(a) ‎2.1 which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c) ‎2.2.4 may be issued to a transferee if the Ironman Stratasys Certificate representing such Ironman Stratasys Common Stock (or, in case of Ironman Stratasys Book Entry Shares, proper evidence of such transfer), as the case may be, is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar applicable Taxes have been paid. Until surrendered as contemplated by this Section 2.2(b)‎2.2.3, each share of Ironman Stratasys Common Stock (including and any Ironman Stratasys Certificate with respect thereto) shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder holders of such share shares of Ironman Stratasys Common Stock was were entitled to receive in respect of such shares pursuant to Section 1.5(a) ‎2.1 and any dividends or other distributions pursuant to Section 2.2(c). No interest shall be paid or shall accrue on any cash payable upon surrender of any Ironman Certificate or in respect of Ironman Book Entry Shares‎2.2.

Merger Consideration Received in Connection with Exchange. Upon (i) Promptly following the Effective Time, Topco shall send, or shall cause the Exchange Agent to send, to each record holder of Xxx Common Shares at the Effective Time (other than any holder of Xxx Common Shares who has previously made (and not revoked) a valid LP Election with respect to all of such xxxxxx’x Xxx Common Shares) a letter of transmittal together with instructions thereto (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent or, in the case of Uncertificated Xxx Shares, upon adherence to the procedures set forth in the letter of transmittal). (ii) The holder of any Xxx Common Shares shall be entitled to receive in exchange therefor the Merger Consideration into which such Xxx Common Shares have been converted pursuant to Section 3.7 at the following time: (i) with respect to Xxx Common Shares represented by a stock certificate (a “Certificate”) and non-certificated outstanding Xxx Common Shares that are not held through the Depository Trust Company (“Uncertificated Xxx Shares”), upon the surrender of the Ironman Certificates such Certificate for cancellation to the Exchange AgentAgent or, with respect to any Certificate that has been lost, stolen or destroyed, an affidavit of lost certificate in a form acceptable to the Exchange Agent (ii) or, in the case of Ironman Book Entry Uncertificated Xxx Shares, upon adherence to the receipt of an “agent’s message” by the Exchange Agent, and procedures set forth in the case letter of Ironman Certificates transmittal), together with the Letter a letter of Transmittaltransmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange AgentAgent or (ii) with respect to non-certificated outstanding Xxx Common Shares held through the Depository Trust Company (“Xxx Book Entry Shares”), automatically without any further action required by the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration into which such shares of Ironman Common Stock have been converted pursuant to Section 1.5(a) (which may be in book-entry or uncertificated form), and in respect of any dividend or other distributions which the holder has the right to receive pursuant to Section 2.2(c), such dividend or distributionsthereof. In the event of a transfer of ownership of Ironman Xxx Common Stock which Shares that is not registered in the transfer records of IronmanXxx, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c) Merger Consideration may be issued to a transferee if the Ironman Certificate representing such Ironman Xxx Common Stock Share (or, in case of Ironman with respect to Xxx Book Entry Shares or Uncertificated Xxx Shares, proper evidence of such transfer), as the case may be, ) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered and exchanged as contemplated by this Section 2.2(b3.8(c), each share of Ironman Common Stock (including any Ironman Certificate with respect thereto) Certificate, Uncertificated Xxx Share and Xxx Book Entry Share shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the such holder of such share of Ironman Xxx Common Stock was Shares is entitled to receive in respect of such shares pursuant to Section 1.5(a3.7(c). (iii) For the avoidance of doubt and notwithstanding any dividends other provision herein to the contrary, the letter of transmittal to be completed by a holder of Xxx Common Shares shall be of a customary form and have such provisions as Xxx, Polaris and Topco may reasonably agree; provided that such letter of transmittal shall be of an administrative nature only and, without the prior written consent of Xxx, shall not contain any indemnification or other distributions pursuant substantive provisions other than customary representations and warranties as to Section 2.2(c). No interest shall be paid or shall accrue on any cash payable upon surrender authority to execute and deliver the letter of any Ironman Certificate or in respect transmittal and ownership of Ironman Book Entry the Xxx Common Shares.

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Black & Xxxxxx Common Stock represented by a Certificate, the surrender of the Ironman Certificates such Certificate for cancellation to the Exchange Agent, or (ii) in the case of Ironman Book Entry Sharesshares of Black & Xxxxxx Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, and in the each case of Ironman Certificates together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) the Merger Consideration into which such shares of Ironman Black & Xxxxxx Common Stock have been converted pursuant to Section 1.5(a2.01 and (ii) (which may be any cash in book-entry or uncertificated form), and in respect lieu of any dividend or other distributions fractional shares which the holder has the right to receive pursuant to Section 2.2(c), such dividend or distributions. In the event of a transfer of ownership of Ironman Common Stock which is not registered in the transfer records of Ironman, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a2.02(f) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c2.02(d). In the event of a transfer of ownership of Black & Xxxxxx Common Stock which is not registered in the transfer records of Black & Xxxxxx, a certificate representing the proper number of shares of Xxxxxxx Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be issued to a transferee if the Ironman Certificate representing such Ironman Black & Xxxxxx Common Stock (or, if such Black & Xxxxxx Common Stock is held in case of Ironman Book Entry Sharesbook-entry form, proper evidence of such transfer), as the case may be, ) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.2(b2.02(c), each share of Ironman Black & Xxxxxx Common Stock (including Stock, and any Ironman Certificate with respect thereto) thereto shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder holders of such share shares of Ironman Black & Xxxxxx Common Stock was were entitled to receive in respect of such shares pursuant to Section 1.5(a2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and any dividends or other distributions pursuant to Section 2.2(c2.02(d)). No interest shall be paid or shall accrue on any the cash payable upon surrender of any Ironman Certificate (or shares of Black & Xxxxxx Common Stock held in respect book-entry form). Table of Ironman Book Entry Shares.Contents

Merger Consideration Received in Connection with Exchange. Upon With respect to each share of Company Common Stock that has been converted into the right to receive the Merger Consideration, upon (i) the surrender of the Ironman Certificates for cancellation to the Exchange Agent, or (ii) in the case of Ironman Book Entry Sharesshares of Company Common Stock represented by a Certificate, the receipt surrender of such Certificate for cancellation (or an “agent’s message” by Affidavit of Loss in lieu of a Certificate and compliance with Section 3.02(h), as applicable) to the Exchange Agent, and in the case of Ironman Certificates Agent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and or (ii) in the case of shares of Company Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration into which such shares of Ironman Company Common Stock have been converted pursuant to Section 1.5(a) (which may be in book-entry or uncertificated form3.01(c)(i), and including cash in respect lieu of any dividend or other distributions fractional shares of Parent Common Stock, if any, into which the holder has such shares of Company Common Stock have been converted into the right to receive pursuant Section 3.01(c), and any amounts, if any, payable pursuant to Section 2.2(c3.02(i), such dividend or distributions. In the event of a transfer of ownership of Ironman Company Common Stock which that is not registered in the transfer records of Ironmanthe Company, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c) Merger Consideration may be issued paid to a transferee if the Ironman Certificate (or an Affidavit of Loss in lieu of a Certificate and compliance with Section 3.02(h), as applicable) representing such Ironman Company Common Stock (or, if such Company Common Stock is held in case of Ironman Book Entry Sharesbook-entry form, proper evidence of such transfer), as the case may be, ) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and or other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.2(b3.02(c), each such share of Ironman Company Common Stock (including Stock, and any Ironman Certificate with respect thereto) , shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which Consideration, without any interest thereon and net of any withholding of Taxes as provided in Section 3.02(g), that the holder holders of such share shares of Ironman Company Common Stock was are entitled to receive in respect of such shares pursuant to Section 1.5(a) 3.01(c)(i), including cash in lieu of fractional shares of Parent Common Stock, if any, into which such shares of Company Common Stock have been converted into the right to receive pursuant Section 3.01(c), and any dividends or other distributions amounts, if any, payable pursuant to Section 2.2(c3.02(i). No interest shall be paid or shall accrue on any the cash payable upon surrender of any Ironman Certificate (or an Affidavit of Loss in respect lieu of Ironman Book Entry Sharesa Certificate and compliance with Section 3.02(h), as applicable), or shares of Company Common Stock held in book-entry form.

Merger Consideration Received in Connection with Exchange. Upon (i) After the Effective Time, upon the surrender of the Ironman Certificates a Certificate for cancellation to the Exchange AgentParent, or (ii) in the case of Ironman Book Entry Shares, the receipt of an “agent’s message” by the Exchange Agent, and in the case of Ironman Certificates together with the Letter of Transmittal, duly, completely properly and entirely completed and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required by the Exchange AgentParent, including a properly competed and executed IRS Form W-9 and stock power executed in blank (the “Required Deliveries”), the holder of such shares Certificate shall be entitled to receive in exchange therefor (A) the Merger Consideration into which such the shares of Ironman Company Common Stock previously represented by such Certificate have been converted pursuant to Section 1.5(a2.03(b) and (B) any cash in lieu of fractional shares which may be such holder has the right to receive pursuant to Section 2.03(b). In the event of a transfer of ownership of Company Common Stock that is not registered in book-entry or uncertificated form)the transfer records of Company, the proper number of shares of Parent Common Stock pursuant to Section 2.01 and cash in respect lieu of any dividend or other distributions fractional shares which the holder has the right to receive pursuant to Section 2.2(c), such dividend or distributions. In the event of a transfer of ownership of Ironman Common Stock which is not registered in the transfer records of Ironman, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c2.03(b) may be issued to a transferee if the Ironman Certificate representing such Ironman Common Stock (or, in case of Ironman Book for Book-Entry Shares, proper evidence of such transfer), as the case may be, ) representing such Company Common Stock is presented to the Exchange AgentParent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.2(b2.05(b), each share of Ironman Common Stock (including any Ironman Certificate with respect thereto) Share shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder of such share of Ironman Common Stock was Certificates were entitled to receive pursuant to Section 2.01 (and cash in respect lieu of such fractional shares pursuant to Section 1.5(a) and any dividends or other distributions pursuant to Section 2.2(c2.03(b)). No interest shall be paid or shall accrue on any the cash payable upon surrender of any Ironman Certificate under this Section 2.05(b) or in respect of Ironman Book Entry Sharesunder Section 2.03(b).

Merger Consideration Received in Connection with Exchange. Upon (i) the surrender of the Ironman Certificates such Certificate for cancellation to the Exchange AgentAgent (or an affidavit of loss in lieu thereof), in the case of shares of Company Common Stock represented by a Certificate, or (ii) in the case of Ironman Book Entry Shares, the receipt of an “agent’s message” by the Exchange Agent, and in the case of Ironman Certificates Book-Entry Shares and, in each case, together with the Letter of Transmittal, duly, completely duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (A) the Merger Consideration into which such shares of Ironman Company Common Stock have been converted pursuant to Section 1.5(a2.1(b) and (which may be in book-entry or uncertificated form), and in respect of B) any dividend dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c2.2(d), such dividend or distributions. In the event of a transfer of ownership of Ironman Company Common Stock which is not registered in the transfer records of Ironmanthe Company, a certificate representing the proper number of Sun Ordinary Shares shares of Parent Common Stock pursuant to Section 1.5(a2.1(b) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c2.2(d) may be issued to a transferee if the Ironman Certificate representing such Ironman Company Common Stock (or, in case if the relevant share of Ironman Book Company Common Stock is a Book-Entry SharesShare, proper evidence of such transfer), as the case may be, ) is presented to the Exchange Agent, accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent and Parent that any applicable stock transfer and other or similar Taxes have been paidpaid or are not payable. Until surrendered as contemplated by this Section 2.2(b2.2(c), each share of Ironman Company Common Stock (including other than Excluded Shares), and any Ironman Certificate or Book-Entry Share with respect thereto) , shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder holders of such share shares of Ironman Company Common Stock was were entitled to receive in respect of such shares pursuant to this Section 1.5(a2.2(c) (and any dividends or other distributions pursuant to Section 2.2(c2.2(d)). No interest shall be paid or shall accrue on any cash payable payable, if applicable, upon surrender of any Ironman Certificate or in respect of Ironman Book Book-Entry SharesShare.

Merger Consideration Received in Connection with Exchange. Upon (i) the surrender of the Ironman Certificates a Certificate for cancellation to the Exchange Agent, or (ii) in the case of Ironman Book Entry Sharesshares of Ticketmaster Common Stock held in book-entry form, the receipt of an “"agent’s 's message” " by the Exchange Agent, and in the each case of Ironman Certificates together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (A) the Merger Consideration into which such shares of Ironman Ticketmaster Common Stock have been converted pursuant to Section 1.5(a2.1 and (B) (which may be any cash in book-entry or uncertificated form), and in respect lieu of any dividend or other distributions fractional shares which the holder has the right to receive pursuant to Section 2.2(c), such dividend or distributions. In the event 2.2(f) and in respect of a transfer of ownership of Ironman Common Stock which is not registered in the transfer records of Ironman, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c2.2(d). In the event of a transfer of ownership of Ticketmaster Common Stock which is not registered in the transfer records of Ticketmaster, a certificate representing the proper number of shares of Live Nation Common Stock pursuant to Section 2.1 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.2(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(d) may be issued to a transferee if the Ironman Certificate representing such Ironman Ticketmaster Common Stock (or, if such Ticketmaster Common Stock is held in case of Ironman Book Entry Sharesbook-entry form, proper evidence of such transfer), as the case may be, is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.2(b2.2(c), each share of Ironman Ticketmaster Common Stock (including and any Ironman Certificate with respect thereto) , shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder holders of such share shares of Ironman Ticketmaster Common Stock was were entitled to receive in respect of such shares pursuant to Section 1.5(a2.1 (and cash in lieu of fractional shares pursuant to Section 2.2(f)) and any dividends or other distributions pursuant to Section 2.2(c2.2(d). No interest shall be paid or shall accrue on any cash payable upon surrender of any Ironman Certificate (or shares of Ticketmaster Common Stock held in respect of Ironman Book Entry Sharesbook-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) the surrender of the Ironman Certificates for cancellation to the Exchange Agent, or (ii) in the case of Ironman Book Entry Shares, the receipt of an “agent’s message” by the Exchange Agent, and in the case of Ironman Certificates together with the Letter of Transmittal, duly, completely duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) the Merger Consideration into which issuable in respect of such shares of Ironman BMHC Common Stock have been converted represented by such Certificates pursuant to Section 1.5(a2.01 and (ii) (which may be any cash in book-entry or uncertificated form), and in respect lieu of any dividend or other distributions fractional shares which the holder has the right to receive pursuant to Section 2.2(c), such dividend or distributions. In the event 2.02(f) and in respect of a transfer of ownership of Ironman Common Stock which is not registered in the transfer records of Ironman, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c2.02(d). In the event of a transfer of ownership of BMHC Common Stock which is not registered in the transfer records of BMHC, a certificate representing the proper number of shares of SBS Common Stock issuable pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be issued to a transferee if the Ironman Certificate representing such Ironman BMHC Common Stock (or, in case of Ironman Book Entry Shares, proper evidence of such transfer), as the case may be, is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.2(b2.02(c), each share of Ironman BMHC Common Stock represented by a Certificate (including any Ironman Certificate with respect theretoother than Canceled Shares and Dissenting Shares) shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder holders of such share shares of Ironman BMHC Common Stock was were entitled to receive in respect of such shares pursuant to Section 1.5(a2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.2(c2.02(d)). No interest shall be paid or shall accrue on any cash the Merger Consideration payable pursuant to this ARTICLE II upon surrender of any Ironman Certificate or in respect of Ironman Book Entry SharesCertificate.

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Trulia Common Stock or Zillow Common Stock represented by a Certificate, the surrender of the Ironman Certificates such Certificate for cancellation to the Exchange Agent, or (ii) in the case of Ironman Book Entry Sharesshares of Trulia Common Stock or Zillow Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, and in the each case of Ironman Certificates together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (A) the Merger Consideration into which such shares of Ironman Trulia Common Stock or Zillow Common Stock have been converted pursuant to Section 1.5(a2.01 and (B) (which may be any cash in book-entry or uncertificated form), and in respect lieu of any dividend or other distributions fractional shares which the holder has the right to receive pursuant to Section 2.2(c), such dividend or distributions. In the event 2.02(f) and in respect of a transfer of ownership of Ironman Common Stock which is not registered in the transfer records of Ironman, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c2.02(d). In the event of a transfer of ownership of Trulia Common Stock or Zillow Common Stock which is not registered in the transfer records of Trulia or Zillow, as applicable, a certificate representing the proper number of shares of HoldCo Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be issued to a transferee if the Ironman Certificate representing such Ironman Trulia Common Stock or Zillow Common Stock (or, if such Trulia Common Stock or Zillow Common Stock is held in case of Ironman Book Entry Sharesbook-entry form, proper evidence of such transfer), as the case may be, ) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.2(b2.02(c), each share of Ironman Trulia Common Stock (including and Zillow Common Stock, and any Ironman Certificate with respect thereto) , shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder holders of such share shares of Ironman Trulia Common Stock was or Zillow Common Stock were entitled to receive in respect of such shares pursuant to Section 1.5(a2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.2(c2.02(d)). No interest shall be paid or shall accrue on any the cash payable upon surrender of any Ironman Certificate (or shares of Trulia Common Stock or Zillow Common Stock held in respect of Ironman Book Entry Sharesbook-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) the surrender of the Ironman Certificates a Certificate for cancellation to the Exchange Agent, or (ii) in the case of Ironman Book Entry Sharesshares of Ticketmaster Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, and in the each case of Ironman Certificates together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (A) the Merger Consideration into which such shares of Ironman Ticketmaster Common Stock have been converted pursuant to Section 1.5(a2.1 and (B) (which may be any cash in book-entry or uncertificated form), and in respect lieu of any dividend or other distributions fractional shares which the holder has the right to receive pursuant to Section 2.2(c), such dividend or distributions. In the event 2.2(f) and in respect of a transfer of ownership of Ironman Common Stock which is not registered in the transfer records of Ironman, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c2.2(d). In the event of a transfer of ownership of Ticketmaster Common Stock which is not registered in the transfer records of Ticketmaster, a certificate representing the proper number of shares of Live Nation Common Stock pursuant to Section 2.1 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.2(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(d) may be issued to a transferee if the Ironman Certificate representing such Ironman Ticketmaster Common Stock (or, if such Ticketmaster Common Stock is held in case of Ironman Book Entry Sharesbook-entry form, proper evidence of such transfer), as the case may be, is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.2(b2.2(c), each share of Ironman Ticketmaster Common Stock (including and any Ironman Certificate with respect thereto) , shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder holders of such share shares of Ironman Ticketmaster Common Stock was were entitled to receive in respect of such shares pursuant to Section 1.5(a2.1 (and cash in lieu of fractional shares pursuant to Section 2.2(f)) and any dividends or other distributions pursuant to Section 2.2(c2.2(d). No interest shall be paid or shall accrue on any cash payable upon surrender of any Ironman Certificate (or shares of Ticketmaster Common Stock held in respect of Ironman Book Entry Sharesbook-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Trulia Common Stock or Zillow Common Stock represented by a Certificate, the surrender of the Ironman Certificates such Certificate for cancellation to the Exchange Agent, or (ii) in the case of Ironman Book Entry Sharesshares of Trulia Common Stock or Zillow Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, and in the each case of Ironman Certificates together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (A) the Merger Consideration into which such shares of Ironman Trulia Common Stock or Zillow Common Stock have been converted pursuant to Section 1.5(a2.01 and (B) (which may be any cash in book-entry or uncertificated form), and in respect lieu of any dividend or other distributions fractional shares which the holder has the right to receive pursuant to Section 2.2(c), such dividend or distributions. In the event 2.02(f) and in respect of a transfer of ownership of Ironman Common Stock which is not registered in the transfer records of Ironman, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c2.02(d). In the event of a transfer of ownership of Trulia Common Stock or Zillow Common Stock which is not registered in the transfer records of Trulia or Zillow, as applicable, a certificate representing the proper number of shares of HoldCo Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be issued to a transferee if the Ironman Certificate representing such Ironman Trulia Common Stock or Zillow Common Stock (or, if such Trulia Common Stock or Zillow Common Stock is held in case of Ironman Book Entry Sharesbook-entry form, proper evidence of such transfer), as the case may be, ) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.2(b2.02(c), each share of Ironman Trulia Common Stock (including and Zillow Common Stock, and any Ironman Certificate with respect thereto) , shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder holders of such share shares of Ironman Trulia Common Stock was or Zillow Common Stock were entitled to receive in respect of such shares pursuant to Section 1.5(a) 2.01 (and any dividends or other distributions cash in lieu of fractional shares pursuant to Section 2.2(c). No interest shall be paid or shall accrue on any cash payable upon surrender of any Ironman Certificate or in respect of Ironman Book Entry Shares.to

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Black & Xxxxxx Common Stock represented by a Certificate, the surrender of the Ironman Certificates such Certificate for cancellation to the Exchange Agent, or (ii) in the case of Ironman Book Entry Sharesshares of Black & Xxxxxx Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, and in the each case of Ironman Certificates together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) the Merger Consideration into which such shares of Ironman Black & Xxxxxx Common Stock have been converted pursuant to Section 1.5(a2.01 and (ii) (which may be any cash in book-entry or uncertificated form), and in respect lieu of any dividend or other distributions fractional shares which the holder has the right to receive pursuant to Section 2.2(c), such dividend or distributions. In the event of a transfer of ownership of Ironman Common Stock which is not registered in the transfer records of Ironman, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a2.02(f) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c2.02(d). In the event of a transfer of ownership of Black & Xxxxxx Common Stock which is not registered in the transfer records of Black & Xxxxxx, a certificate representing the proper number of shares of Xxxxxxx Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be issued to a transferee if the Ironman Certificate representing such Ironman Black & Xxxxxx Common Stock (or, if such Black & Xxxxxx Common Stock is held in case of Ironman Book Entry Sharesbook-entry form, proper evidence of such transfer), as the case may be, ) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.2(b2.02(c), each share of Ironman Black & Xxxxxx Common Stock (including Stock, and any Ironman Certificate with respect thereto) thereto shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder holders of such share shares of Ironman Black & Xxxxxx Common Stock was were entitled to receive in respect of such shares pursuant to Section 1.5(a2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and any dividends or other distributions pursuant to Section 2.2(c2.02(d)). No interest shall be paid or shall accrue on any the cash payable upon surrender of any Ironman Certificate (or shares of Black & Xxxxxx Common Stock held in respect of Ironman Book Entry Sharesbook-entry form).

Merger Consideration Received in Connection with Exchange. Upon Upon: (i) in the case of shares of T-3 Common Stock represented by a Certificate, the surrender of the Ironman Certificates such Certificate for cancellation to the Exchange Agent, or (ii) in the case of Ironman Book Entry Sharesshares of T-3 Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, and in the each case of Ironman Certificates together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as reasonably may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) the Merger Consideration into which such shares of Ironman T-3 Common Stock have been converted pursuant to Section 1.5(a) (which may be in book-entry or uncertificated form)2.01, and (ii) any cash in respect lieu of any dividend or other distributions fractional shares which the holder has the right to receive pursuant to Section 2.2(c), such dividend or distributions. In the event of a transfer of ownership of Ironman Common Stock which is not registered in the transfer records of Ironman, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a2.03(f) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c2.03(d). In the event of a transfer of ownership of T-3 Common Stock which is not registered in the transfer records of T-3, book entry shares (or a certificate, if requested) representing the proper number of R&M Common Shares pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.03(f) and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.03(d) may be issued to a transferee if the Ironman Certificate representing such Ironman T-3 Common Stock (or, if such T-3 Common Stock is held in case of Ironman Book Entry Sharesbook-entry form, proper 4 evidence of such transfer), as the case may be, ) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.2(b2.03(c), each share of Ironman T-3 Common Stock (including Stock, and any Ironman Certificate with respect thereto) thereto shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder holders of such share shares of Ironman T-3 Common Stock was were entitled to receive in respect of such shares pursuant to Section 1.5(a2.01 (and cash in lieu of fractional shares pursuant to Section 2.03(f) and any dividends or other distributions pursuant to Section 2.2(c2.03(d)). No interest shall be paid or shall accrue on any the cash payable upon surrender of any Ironman Certificate (or shares of T-3 Common Stock held in respect of Ironman Book Entry Sharesbook-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) After the Effective Time, upon the surrender of the Ironman Certificates a Certificate for cancellation cancelation to the Exchange Agent, or (ii) in the case of Ironman Book Entry Shares, the receipt of an “agent’s message” by the Exchange Agent, and in the case of Ironman Certificates together with the Letter of Transmittal, duly, completely duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares Certificate shall be entitled to receive in exchange therefor (A) the Merger Consideration into which such the shares of Ironman Plum Creek Common Stock previously represented by such Certificate have been converted pursuant to Section 1.5(a2.01(b) and (B) any cash in lieu of fractional shares which may be in book-entry or uncertificated form), such holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividend dividends or other distributions which such holder has the right to receive pursuant to Section 2.02(d). In the event of a transfer of ownership of Plum Creek Common Stock that is not registered in the transfer records of Plum Creek, the proper number of Weyerhaeuser Common Shares pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.2(c), such dividend or distributions. In the event 2.02(f) and in respect of a transfer of ownership of Ironman Common Stock which is not registered in the transfer records of Ironman, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a) which the holder has the right to receive pursuant thereto and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.2(c2.02(d) may be issued to a transferee if the Ironman Certificate representing such Ironman Common Stock (or, in case of Ironman Book for Book-Entry Shares, proper evidence of such transfer), as the case may be, ) representing such Plum Creek Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.2(b2.02(c), each share of Ironman Common Stock (including any Ironman Certificate with respect thereto) or Book-Entry Share shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder of such share of Ironman Common Stock was Certificates or Book-Entry Shares were entitled to receive pursuant to Section 2.01 (and cash in respect lieu of such fractional shares pursuant to Section 1.5(a2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.2(c2.02(d)). No interest shall be paid or shall accrue on the cash payable under this Section 2.02(c) or under Section 2.02(d), 2.02(e) or 2.02(f). (ii) As promptly as practicable following the Effective Time, the Exchange Agent shall deliver to each former holder of Book-Entry Shares (A) the Merger Consideration into which such shares of Plum Creek Common Stock have been converted pursuant to Section 2.01(b) and (B) any cash payable upon surrender in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.02(f). The Weyerhaeuser Common Shares deliverable to any Ironman Certificate or in respect of Ironman Book Entry Sharesholder under this Section 2.02(c)(ii) shall be deemed issued to such holder on the Closing Date.