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

Distributions with Respect to Unexchanged Shares; Voting. All shares of Delaware Common Stock to be delivered pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by WorldSpace Delaware in respect of any class of Delaware Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all Delaware Common Stock of such class issuable pursuant to this Agreement, provided that no dividends or other distributions declared or made in respect of Delaware Common Stock with a record date that is ten days or more after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Delaware Common Stock represented thereby until the holder of such Certificate shall surrender such Certificate or deliver an affidavit of loss and, if reasonably required by WorldSpace Delaware, indemnity bond in lieu thereof in accordance with this Article IV. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the certificates representing shares of Delaware Common Stock delivered in exchange thereof, without interest, (A) at the time of such surrender, the dividends or other distributions with a record date at or after the Effective Time therefore payable with respect to such shares of Delaware Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such shares of Delaware Common Stock with a record date at or after the Effective Time but with a payment date subsequent to surrender. Holders of unsurrendered Certificates shall be entitled to vote after the Effective Time at any meeting of WorldSpace Delaware stockholders the number of shares of Delaware Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.

Distributions with Respect to Unexchanged Shares; Voting. All shares of Delaware Parent Common Stock to be delivered issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time Time, and whenever a dividend or other distribution is declared by WorldSpace Delaware Parent in respect of any class of Delaware the Parent Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all Delaware shares of Parent Common Stock of such class issuable pursuant to this Agreement, provided that no . No dividends or other distributions declared or made in respect of Delaware such Parent Common Stock with a record date that is ten days or more after the Effective Time shall be paid to the any holder of any unsurrendered Certificate with respect to the shares or Book-Entry Company Shares for which a Registered Letter of Delaware Common Stock represented thereby Transmittal shall not have been delivered, until the holder of such Certificate shall surrender such Certificate (or deliver an affidavit affidavits of loss and, if reasonably required by WorldSpace Delaware, indemnity bond in lieu thereof thereof) is surrendered for exchange or such Registered Letter of Transmittal is delivered, as the case may be, in accordance with this Article IV. Subject to the effect of applicable lawsLaws, following surrender of any such CertificateCertificate (or affidavits of loss in lieu thereof) or delivery of any such Registered Letter of Transmittal, as the case may be, there shall be issued and/or paid to the holder of the Book-Entry Parent Shares or the certificates representing whole shares of Delaware Parent Common Stock delivered Stock, as the case may be, issued in exchange thereoftherefor, without interest, (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 Effective Time therefore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Delaware 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 Delaware Parent Common Stock with a record date at or after the Effective Time but with a payment date subsequent to surrendersurrender or delivery, as the case may be. Holders of unsurrendered Certificates or Book-Entry Company Shares shall be entitled to vote after the Effective Time at any meeting of WorldSpace Delaware Parent stockholders the number of whole shares of Delaware Parent Common Stock represented by such CertificatesCertificates or Book-Entry Company Shares, regardless of whether such holders have exchanged their Certificatescertificates.

Distributions with Respect to Unexchanged Shares; Voting. All shares of Delaware Company Common Stock to be delivered issued pursuant to the Merger Mergers shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by WorldSpace Delaware the Company in respect of any class of Delaware Company Common Stock, the record date for which dividend or other distribution is at or after the Effective Time, that such declaration shall include dividends or other distributions in respect of all Delaware Common Stock of such class shares issuable pursuant to this Agreement. Notwithstanding the foregoing, provided that no dividends or other distributions declared or made in with respect to shares of Delaware Company Common Stock with a record date that is ten days or more after the Effective Time shall be paid delivered to the holder of any unsurrendered Certificate with respect to the shares of Delaware Company Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.1(g), until the holder of such Certificate shall surrender such Certificate or deliver an affidavit of loss and, if reasonably required by WorldSpace Delaware, indemnity bond in lieu thereof has been surrendered in accordance with this Article IVII. Subject to the effect of applicable lawsApplicable Laws, following surrender of any such Certificate, there shall be issued and/or paid delivered to the record holder of the certificates representing shares of Delaware Common Stock delivered in exchange thereof, without interest, (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 at or after the Effective Time therefore payable theretofore paid with respect to such whole shares of Delaware Company Common Stock and not paid Stock, and (Bii) 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 Delaware Company Common Stock with a record date at Stock. Notwithstanding any provision to the contrary in Section 2.1(a), 2.1(d) or after the Effective Time but with a payment date subsequent to surrender. Holders 2.2(b), holders of unsurrendered Certificates shall be entitled to vote after the Effective Time at any meeting of WorldSpace Delaware Company stockholders the that number of whole shares of Delaware Company Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.

Distributions with Respect to Unexchanged Shares; Voting. (a) All shares of Delaware Parent Common Stock and Parent Convertible Preferred Stock to be delivered issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by WorldSpace Delaware Parent in respect of any class of Delaware the Parent Common Stock or Parent Convertible Preferred Stock, as the case may be, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all Delaware Common Stock of such class shares issuable pursuant to this Agreement, ; provided that no dividends or other distributions declared or made in respect of Delaware the Parent Common Stock or Parent Convertible Preferred Stock, as the case may be, with a record date that is ten 180 days or more after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Delaware Common Stock represented thereby until the holder of such Certificate shall surrender such Certificate or deliver an affidavit of loss and, if reasonably required by WorldSpace Delaware, indemnity bond in lieu thereof in accordance with this Article IVII. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the such holder of the certificates representing shares of Delaware Parent Common Stock delivered or Parent Convertible Preferred Stock issuable in exchange thereoftherefor, without interest, (Aa) at promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of Parent 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 at or after the Effective Time therefore payable theretofore paid with respect to such whole shares of Delaware Parent Common Stock and not paid Stock, and (Bb) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of Delaware Parent Common Stock with a record date at or after the Effective Time but with a payment date subsequent to surrender. Holders of unsurrendered Certificates shall be entitled to vote after the Effective Time at any meeting of WorldSpace Delaware stockholders the number of shares of Delaware Common Stock represented by such Certificates, regardless of whether such holders have exchanged their CertificatesStock.

Distributions with Respect to Unexchanged Shares; Voting. All shares of Delaware Common Stock to be delivered pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever (i) Whenever a dividend or other distribution is declared by WorldSpace Delaware SBC in respect of any class of Delaware SBC Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all Delaware shares of SBC Common Stock of such class issuable pursuant to this Agreement, provided that no . No dividends or other distributions declared or made in respect of Delaware such SBC Common Stock with a record date that is ten days or more after the Effective Time shall be paid to the any holder of any unsurrendered Certificate with respect to the shares or Registered Company Shares for which a Registered Letter of Delaware Common Stock represented thereby Transmittal shall not have been delivered, until the holder of such Certificate shall surrender is surrendered for exchange or such Certificate or deliver an affidavit Registered Letter of loss andTransmittal is delivered, if reasonably required by WorldSpace Delawareas the case may be, indemnity bond in lieu thereof in accordance with this Article IV. Subject to the effect of applicable laws, following surrender of any such CertificateCertificate or delivery of any such Registered Letter of Transmittal, as the case may be, there shall be issued and/or paid to the holder of the Registered SBC Shares or the certificates representing whole shares of Delaware SBC Common Stock delivered Stock, as the case may be, issued in exchange thereoftherefor, without interest, (A) at the time of such surrendersurrender or delivery, as the case my be, the dividends or other distributions with a record date at or after the Effective Time therefore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Delaware SBC 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 Delaware SBC Common Stock with a record date at or after the Effective Time but with a payment date subsequent to surrendersurrender or delivery, as the case may be. Holders For purposes of unsurrendered Certificates shall be entitled to vote after the Effective Time at any meeting of WorldSpace Delaware stockholders the number dividends or other distributions in respect of shares of Delaware SBC Common Stock, all shares of SBC Common Stock represented by such Certificates, regardless to be issued pursuant to the Merger shall be deemed issued and outstanding as of whether such holders have exchanged their Certificatesthe Effective Time.

Distributions with Respect to Unexchanged Shares; Voting. All shares of Delaware Common Stock to be delivered pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever (i) Whenever a dividend or other distribution is declared by WorldSpace Delaware SBC in respect of any class of Delaware SBC Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all Delaware shares of SBC Common Stock of such class issuable pursuant to this Agreement, provided that no . No dividends or other distributions declared or made in respect of Delaware such SBC Common Stock with a record date that is ten days or more after the Effective Time shall be paid to the any holder of any unsurrendered Certificate with respect to the shares or Registered Company Shares for which a Registered Letter of Delaware Common Stock represented thereby Transmittal shall not have been delivered, until the holder of such Certificate shall surrender is surrendered for exchange or such Certificate or deliver an affidavit Registered Letter of loss andTransmittal is delivered, if reasonably required by WorldSpace Delawareas the case may be, indemnity bond in lieu thereof in accordance with this Article IV. Subject to the effect of applicable laws, following surrender of any such CertificateCertificate or delivery of any such Registered Letter of Transmittal, as the case may be, there shall be issued and/or paid to the holder of the Registered SBC Shares or the certificates representing whole shares of Delaware SBC Common Stock delivered Stock, as the case may be, issued in exchange thereoftherefor, without interest, (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 Effective Time therefore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Delaware SBC 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 Delaware SBC Common Stock with a record date at or after the Effective Time but with a payment date subsequent to surrendersurrender or delivery, as the case may be. Holders For purposes of unsurrendered Certificates shall be entitled to vote after the Effective Time at any meeting of WorldSpace Delaware stockholders the number dividends or other distributions in respect of shares of Delaware SBC Common Stock, all shares of SBC Common Stock represented by such Certificates, regardless to be issued pursuant to the Merger shall be deemed issued and outstanding as of whether such holders have exchanged their Certificatesthe Effective Time.