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

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of ICE Common Stock to be 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 ICE in respect of ICE 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 shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the ICE Common Stock shall be paid to any holder of any Book Entry Interests until the Instructions have been delivered to the Exchange Agent. Subject to the effect of applicable Laws, following delivery to the Exchange Agent of such Instructions, there shall be issued and/or paid to the holder of shares of ICE Common Stock issued in exchange for Membership Interests, without interest, (A) promptly after the time of such delivery of such Instructions, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of ICE 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 ICE Common Stock with a record date after the Effective Time but with a payment date subsequent to such delivery.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of ICE Holdco Common Stock to be 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 ICE Holdco in respect of ICE Holdco 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 shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the ICE Holdco Common Stock shall be paid to any holder of any Book Book-Entry Interests until the Instructions instructions for transfer and cancellation provided in this Article II have been delivered to the Exchange Agent. Subject to the effect of applicable Laws, following delivery to the Exchange Agent of such Instructionsinstructions with respect to Book-Entry Interests, there shall be issued and/or paid to the holder of the shares of ICE Holdco Common Stock issued in exchange for Membership Intereststherefor, without interest, (A) promptly after at the time of such surrender or delivery of such Instructionsinstructions, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of ICE 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 ICE Holdco Common Stock with a record date after the Effective Time but with a payment date subsequent to such deliverysurrender.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of ICE Common Stock Holdco Shares to be issued transferred to the Escrow Agent pursuant to the Merger Section 2.6(b) shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by ICE Holdco in respect of ICE Common StockHoldco Shares, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares Holdco Shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the ICE Common Stock Holdco Shares shall be paid to any holder of any Book Book-Entry Interests until the Instructions instructions for transfer and cancellation provided in this Article II and in accordance with the terms of the Merger Transmittal Letter, and such other documents as may reasonably be required by the Escrow Agent pursuant to Section 2.9(b), have been delivered to the Exchange Escrow Agent. Subject to the effect of applicable Laws, following delivery to the Exchange Escrow Agent of such Instructionsinstructions with respect to Book-Entry Interests, there shall be issued and/or paid to the holder of shares of ICE Common Stock Holdco Shares issued in exchange for Membership Intereststherefor, without interest, (A) promptly after at the time of such surrender or delivery of such Instructionsinstructions, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of ICE Common Stock 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 ICE Common Stock Holdco Shares with a record date after the Effective Time but with a payment date subsequent to such deliverysurrender.