Common use of Distributions with Respect to Unexchanged Shares; Voting Clause in Contracts

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)), there shall be issued and/or paid to the holder of the whole shares of Parent Common Stock issued in exchange therefor, without interest thereon, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever if a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate or Book-Entry Shares until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g3.03(f)) is or Book-Entry Shares are surrendered for exchange in accordance with this Article IIIII. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g3.03(f))) or Book-Entry Shares, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Holdco Common Stock to be issued pursuant to the Initial Wax Merger shall be deemed issued and outstanding as of the First Wax Effective Time and whenever a dividend or other distribution is declared by Parent Holdco in respect of the Parent Holdco Common Stock, the record date for which is after the First Wax Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Holdco Common Stock issuable issued in the Initial Wax Merger. No dividends or other distributions in respect of the Parent Holdco Common Stock issued pursuant to the Initial Wax Merger shall be paid to any holder of any unsurrendered Company Certificate until such Company Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g2.05(g)) is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Company Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g2.05(g)), there shall be issued credited and/or paid to the holder of the whole shares of Parent Holdco Common Stock issued in exchange therefor, if any, without interest thereon, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Wax Effective Time theretofore payable with respect to such whole shares of Parent Holdco Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Holdco Common Stock with a record date after the First Wax Effective Time, but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g4.2(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g4.2(g)), there shall be issued and/or paid to the holder of the whole shares of Parent Common Stock issued in exchange therefor, without interest thereon, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g4.2(g)) is surrendered for exchange in accordance with this Article IIARTICLE IV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g4.2(g)), there shall be issued and/or paid to the holder of the whole shares of Parent Common Stock issued in exchange therefor, without interest thereon, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No pursuant to this Agreement; PROVIDED THAT no dividends or other distributions declared or made in respect of the Parent Common Stock issued pursuant to Stock, with a record date that is 180 days or more after the Initial Merger Effective Time shall be paid to any the holder of any unsurrendered Certificate until the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange shall surrender such Certificate in accordance with this Article II. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the such holder of the whole shares of Parent Common Stock issued issuable in exchange therefortherefore, without interest thereoninterest, (Aa) at the time amount of any cash payable in lieu of fractional shares of Parent Common Stock to which such surrender, holder is entitled pursuant to Section 2.4 and the amount of dividends or other distributions with a record date after the First Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and not paid Stock, and (Bb) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with prior to such surrender and a payment date subsequent to surrendersuch surrender payable with respect to such shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the such Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate or undelivered Ownership Evidence until such Certificate (Ownership Evidence is provided to the Exchange Agent or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange Parent in accordance with this Article IIIV. Subject to the effect of applicable Laws, following surrender or delivery, as applicable, of any such Certificate (Ownership Evidence to the Exchange Agent or affidavit of loss Parent in lieu thereof as provided in Section 2.03(g))accordance with this Article IV, there shall be issued and/or paid to the holder of the Ownership Evidence representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrendersurrender or delivery, as the case may be, the dividends or other distributions with a record date at or after the First Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent Common Stock and not previously paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date at or after the First Effective Time, Time on the Closing Date but with a payment date subsequent to surrendersurrender or delivery and not previously paid.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV or to the holder of any Book Entry Shares until the instructions for transfer and cancellation provided in this Article IV have been delivered to the Exchange Agent. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit delivery to the Exchange Agent of loss in lieu thereof as provided in Section 2.03(g))such instructions with respect to Book Entry Shares, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrendersurrender or delivery of such instructions, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time Time, and whenever if a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate or Book-Entry Shares until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g3.03(f)) is or Book-Entry Shares are surrendered for exchange in accordance with this Article IIIII. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g3.03(f))) or Book-Entry Shares, there shall be issued and/or paid to the holder of the a certificate or evidence of shares in book-entry form, as applicable, representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever if a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate or Book-Entry Shares until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g3.02(g)) is or Book-Entry Shares are surrendered for exchange in accordance with this Article IISection 3.02(c). Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g3.02(g))) or Book-Entry Shares, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (Ai) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (Bii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever if ever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit affidavits of loss in lieu thereof as provided in Section 2.03(g3.03(g)) is surrendered for exchange in accordance with this Article IIIII. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit affidavits of loss in lieu thereof as provided in Section 2.03(g3.03(g)), there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No pursuant to this Agreement, provided that no dividends or other distributions declared or made in respect of the Parent Common Stock issued pursuant to after the Initial Merger Effective Time shall be paid to any the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange shall surrender such Certificate in accordance with this Article IIIV. Subject Thereafter, subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in respect of the shares of Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall must include dividends or other distributions in respect of all shares of Parent Common Stock issuable pursuant to this Agreement and the dividends or other distributions payable in the Initial Mergerrespect of any such shares of Parent Common Stock not then issued in exchange for surrendered Certificates. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall will be paid to any holder of any unsurrendered Certificate until such the Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article II. V. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))the Certificate, there shall will be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such those whole shares of Parent Common Stock and not previously paid to the holder and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such those whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent DIMON Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent DIMON in respect of the Parent DIMON Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No pursuant to this Agreement, provided that no dividends or other distributions declared or made in respect of the Parent DIMON Common Stock issued pursuant to after the Initial Merger Effective Time shall be paid to any the holder of any unsurrendered Certificate with respect to the shares of DIMON Common Stock represented thereby until the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange shall surrender such Certificate in accordance with this Article IISection 1.9. Subject Thereafter, subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent DIMON Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent DIMON Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent DIMON Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in respect of the Parent Common StockMerger Shares, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock Merger Shares issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the such Parent Common Stock issued pursuant to the Initial Merger Shares shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or or paid to the holder of the whole shares of Parent Common Stock issued in exchange thereforMerger Shares, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent Common Stock Merger Shares and not previously paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock Merger Shares with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.. For purposes of dividends or other distributions in respect of Parent Merger Shares, all Parent

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Class A Stock to be issued pursuant to the Initial Merger Arrangement shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Class A Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Class A Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Class A Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Class A Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Class A Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No pursuant to this Agreement, provided that no dividends or other distributions declared or made in respect of the Parent Common Stock issued pursuant to after the Initial Merger Effective Time shall be paid to any the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange shall surrender such Certificate in accordance with this Article IISection 2.4. Subject Thereafter, subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date at or after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date at or after the First Effective Time, Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock Shares to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common StockShares, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger Shares shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit affidavits of loss in lieu thereof as provided in Section 2.03(g4.2(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit affidavits of loss in lieu thereof as provided in Section 2.03(g4.2(g)), there shall be issued and/or paid in cash to the holder of the certificates representing whole shares of Parent Common Stock Shares issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore and a payment date prior to the date of surrender payable with respect to such whole shares of Parent Common Stock Shares and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock Shares with a record date after the First Effective Time, Time but with a payment date subsequent to the date of surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock New Holdco Shares to be issued transferred to the Exchange Agent pursuant to the Initial Merger Section 2.9(a) shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent New Holdco in respect of the Parent Common StockNew Holdco Shares, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock New Holdco Shares issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger New Holdco Shares shall be paid to any holder of any unsurrendered Praxair Eligible Shares until the Praxair Certificate until such Certificate is surrendered (or affidavit of loss in lieu thereof of the Praxair Certificate is delivered as provided in Section 2.03(g2.9(h)) or the Praxair Book-Entry Share is surrendered transferred for exchange in accordance with this Article IISection 2.9. Subject to the effect of applicable Laws, following such surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))transfer, there shall be issued and/or paid to the holder of the whole shares of Parent Common Stock New Holdco Shares issued in exchange thereforfor Praxair Eligible Shares in accordance with this Section 2.9, without interest thereoninterest, (A) at the time of such surrendersurrender or transfer, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock New Holdco Shares and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock New Holdco Shares with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All ------------------------------------------------ shares of Parent CYTYC Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of at the First Effective Time and whenever a dividend or other distribution is declared by Parent CYTYC in respect of the Parent CYTYC Common Stock, the record date for which is on or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIAgreement. Subject to the effect of applicable Lawslaws, following surrender of any such PRO DUCT Certificate (or affidavit of loss in lieu thereof as provided in pursuant to Section 2.03(g))2.8, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent CYTYC Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent CYTYC Common Stock and not paid and (B) paid, after giving effect to any required tax withholdings. Holders of unsurrendered PRO DUCT Certificates shall be entitled to vote after the Effective Time at any meeting of CYTYC stockholders the appropriate payment date, the dividends or other distributions payable with respect to such number of whole shares of Parent CYTYC Common Stock with a record date after the First Effective Timerepresented by such PRO DUCT Certificates, but with a payment date subsequent to surrenderregardless of whether such holders have exchanged their PRO DUCT Certificates.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Company Common Stock to be issued pursuant to the Initial Merger Mergers shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent the Company in respect of the Parent Company Common Stock, the record date for which dividend or other distribution is after the First Effective Time, that such declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in pursuant to this Agreement. Notwithstanding the Initial Merger. No foregoing, no dividends or other distributions in with respect to shares of the Parent Company Common Stock issued pursuant with a record date after the Effective Time shall be delivered to the Initial Merger holder of any unsurrendered Certificate with respect to the shares of Company Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder of any unsurrendered Certificate pursuant to Section 2.1(g), until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is has been surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid delivered to the record holder of the whole shares of Parent Common Stock issued in exchange thereforthereof, without interest thereoninterest, (Ai) at the time of promptly after such surrender, the number of whole shares of Company Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.1(g) and the amount of dividends or other distributions with a record date after the First Effective Time theretofore paid with respect to such whole shares of Company Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Company Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Acquiror Common Stock to be issued pursuant to the Initial Merger Transactions shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent Acquiror in respect of the Parent Acquiror Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions distribution in respect of all shares of Parent Acquiror Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Acquiror Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Company Certificate until such Company Certificate (or affidavit affidavits of loss in lieu thereof of the Company Certificate as provided in Section 2.03(g)3.04) is surrendered for exchange in accordance with this Article IIIII. Subject to the effect of applicable Laws, following the surrender of any such Company Certificate (or affidavit affidavits of loss in lieu thereof of the Company Certificate as provided in Section 2.03(g)3.04), there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest thereoninterest, (Ai) at the time of such surrender, the dividends or other distributions with a record date at or after the First Effective Time theretofore payable with respect to such whole shares of Parent Acquiror Common Stock and not paid and (Bii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Acquiror Common Stock with a record date at or after the First Effective Time, Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Holdco Common Stock to be issued pursuant to the Initial Merger Mergers shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent Holdco in respect of the Parent Holdco Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Holdco Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIV or to the holder of any Book Entry Interests until the instructions for transfer and cancellation provided in this Article V have been delivered to the Exchange Agent. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit delivery to the Exchange Agent of loss in lieu thereof as provided in Section 2.03(g))such instructions with respect to Book Entry Interests, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Holdco Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrendersurrender or delivery of such instructions, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Holdco Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Holdco Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares; Voting. (ia) All shares of Parent Riverwood Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent Riverwood in respect of the Parent Riverwood Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No pursuant to this Agreement; provided, that no dividends or other distributions declared or made in respect of the Parent Riverwood Common Stock issued pursuant to with a record date that is 180 days or more after the Initial Merger Effective Time shall be paid to any the holder of any unsurrendered Certificate until the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange shall surrender such Certificate in accordance with this Article II. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the such holder of the whole shares of Parent Riverwood Common Stock issued issuable in exchange therefor, without interest thereoninterest, (Ai) at promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of Riverwood Common Stock to which such holder is entitled pursuant to Section 2.5 and the amount of dividends or other distributions with a record date after the First Effective Time theretofore payable paid with respect to such whole shares of Parent Riverwood Common Stock and not paid Stock, and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with prior to such surrender and a payment date subsequent to surrendersuch surrender payable with respect to such shares of Riverwood Common Stock.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the such Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or or paid to the holder of the Registered Parent Shares or the certificates, as the case may be, representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereon, therefor (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent Common Stock and not previously paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender; provided, however, that no such holder shall be entitled to interest on any amount issued or paid pursuant to (A) or (B) above. For purposes of dividends or other distributions in respect of shares of Parent Common Stock, all shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent the Acquiror Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent Acquiror in respect of the Parent Acquiror Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Acquiror Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit affidavits of loss in lieu thereof as provided in Section 2.03(g4.2(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit affidavits of loss in lieu thereof as provided in Section 2.03(g4.2(g)), there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent the Acquiror Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent the Acquiror Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent the Acquiror Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.