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

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Law (as defined in Section 3.9), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Cardinal Common Stock Shares having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Law Laws (as defined in Section 3.93.10), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Cardinal Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Cardinal Common Stock Shares and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Cardinal Common StockShares, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no No dividends or other distributions declared or made paid after the Effective Time with respect to shares of Parent Common Stock having Buyer Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Company Certificate with respect to the Buyer Shares represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.02(e) until the holder of record of such Company Certificate shall surrender such Certificate as provided in this Section 2.3Company Certificate. Subject to the effect of Applicable Law (as defined in Section 3.9)unclaimed property, escheat and other applicable laws, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares Buyer Shares issued in exchange therefor (or the person who would be the record holder of Parent Common Stock the certificates representing fractional Buyer Shares if fractional Buyer Shares were issued in exchange therefor), without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Buyer Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, Buyer Shares and (ii) at the appropriate payment date subsequent to surrenderdate, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereonBuyer Shares.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions All Parent ADSs to be issued pursuant to the Merger (and all Parent Ordinary Shares represented thereby) shall be deemed issued and outstanding as of this Agreement, the Effective Time; provided that no dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock having ADSs (or Parent Ordinary Shares represented thereby) with a record date after the Effective Time shall be paid to the former holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any Company Common Stock until such holder, until the holder shall surrender such Certificate as provided shares in accordance with this Section 2.32.2. Subject to the effect of Applicable Law applicable Law: (as defined in Section 3.9), following i) at the time of the surrender of any such Certificateshares of Company Common Stock for exchange in accordance with the provisions of this Section 2.2, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange thereforsurrendering holder, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with declared by the Parent Board (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) not theretofore payable paid with respect to the number of whole Parent ADSs that such whole shares of Parent Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, holder is entitled to receive; and (ii) at the appropriate payment date subsequent and without duplicating any payment made under clause (i) above, there shall be paid to surrenderthe surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date subsequent to surrender surrender) payable with respect to the number of whole Parent ADSs that such whole shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereonholder receives.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Anadarko Common Stock Shares having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Law Laws (as defined in Section 3.93.11), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Anadarko Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Anadarko Common Stock Shares and not paid, less the amount of any withholding taxes which that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Anadarko Common StockShares, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time Date with respect to shares of Parent Common Stock and having a record date after the Effective Time Date shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.32.2. Subject to the effect of Applicable Law (as defined in Section 3.9)Laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore Date theretofor payable with respect to such whole shares of Parent Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time Date but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Parent USF Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Law Laws (as defined in Section 3.93.10), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent USF Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent USF Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent USF Common Stock, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder, until the such holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Law (as defined in Section 3.9)Laws, following surrender of any such a Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid, less the amount of any withholding taxes which Taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which Taxes that may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to shares of Parent Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Law applicable Law: (as defined in Section 3.9), following i) at the time of the surrender of any such Certificatea Company Certificate for exchange in accordance with the provisions of this Section 2.5, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange thereforsurrendering holder, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) not theretofore payable paid with respect to such the number of whole shares of Parent Common Stock and not paid, that such holder is entitled to receive (less the amount of any withholding taxes which Taxes that may be required thereon, with respect thereto); and (ii) at the appropriate payment date subsequent and without duplicating any payment made under clause (i) above, there shall be paid to surrenderthe surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date subsequent to surrender surrender) payable with respect to such the number of whole shares of Parent Common Stock, Stock that such holder receives (less the amount of any withholding taxes which Taxes that may be required thereonwith respect thereto).

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to shares of Parent Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Law applicable laws: (as defined in Section 3.9), following i) at the time of the surrender of any such Certificatea Company Certificate for exchange in accordance with the provisions of this Section 2.6, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange thereforsurrendering holder, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) theretofore payable paid with respect to such the number of whole shares of Parent Common Stock and not paid, that such holder is entitled to receive (less the amount of any withholding taxes which that may be required thereon, with respect thereto); and (ii) at the appropriate payment date subsequent and without duplicating any payment made under clause (i) above, there shall be paid to surrenderthe surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date subsequent to surrender surrender) payable with respect to such the number of whole shares of Parent Common Stock, Stock that such holder receives (less the amount of any withholding taxes which that may be required thereonwith respect thereto).

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Parent FindWhat Common Stock Shares having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, no cash payment as part of the Merger Consideration and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Law Laws (as defined in Section 3.9), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent FindWhat Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent FindWhat Common Stock Shares and not paid, less the amount of any withholding taxes which that may be required thereon, (ii) the amount of cash representing a portion of the Merger Consideration, and (iiiii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent FindWhat Common StockShares, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to shares of Parent Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Law applicable Law: (as defined in Section 3.9), following i) at the time of the surrender of any such Certificatea Company Certificate for exchange in accordance with the provisions of this Section 2.6, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange thereforsurrendering holder, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) not theretofore payable paid with respect to such the number of whole shares of Parent Common Stock and not paid, that such holder is entitled to receive (less the amount of any withholding taxes which Taxes that may be required thereon, with respect thereto); and (ii) at the appropriate payment date subsequent and without duplicating any payment made under clause (i) above, there shall be paid to surrenderthe surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date subsequent to surrender surrender) payable with respect to such the number of whole shares of Parent Common Stock, Stock that such holder receives (less the amount of any withholding taxes which Taxes that may be required thereonwith respect thereto).

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to any shares of Parent Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares Fractional Shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.33.3. Subject to the effect of Applicable Law (as defined in Section 3.9), following surrender of any such CertificateLaws, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such surrenderCertificate, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrendersurrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Purchaser Common Stock Shares having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.32.4. Subject to the effect of Applicable Law Laws (as defined in Section 3.94.9), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Purchaser Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Purchaser Common Stock Shares and not paid, less the amount of any withholding taxes which that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Purchaser Common StockShares, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.32.3(f). Subject to the effect of Applicable Law all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Authority (as defined in Section 3.9) (collectively, "Applicable Law"), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid, less the amount of any withholding taxes which that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which that may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding ------------------------------------------------ any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Law Laws (as defined in Section 3.94.9), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Xxxxxx Class B Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.32.2. Subject to the effect of Applicable Law (as defined in Section 3.9herein), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Xxxxxx Class B Common Stock issued in exchange therefor, without interest, (i) at the time of promptly following such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Xxxxxx Class B Common Stock and not paid, less the amount of any withholding taxes which may be required thereonthereon pursuant to Section 2.4(c) below, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Xxxxxx Class B Common Stock, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this AgreementAgree- ment, no dividends or other distributions declared or made after af- ter the Effective Time with respect to shares of Parent Cardinal Common Stock Shares having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment pay- ment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Law Appli- cable Laws (as defined in Section 3.9), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Cardinal Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Cardinal Common Stock Shares and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Cardinal Common StockShares, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Patriot Common Stock Shares having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.32.4. Subject to the effect of all applicable constitutions, laws, statutes, treaties, orders, rules, regulations, ordinances, notices, approvals, policies or guidelines promulgated, or judgments, decisions, decrees, or orders of any Governmental Authority (collectively, “Applicable Law (as defined in Section 3.9Laws”), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Patriot Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Patriot Common Stock Shares and not paid, less the amount of any withholding taxes which that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Patriot Common StockShares, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Cardinal Common Stock Shares having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Law Laws (as defined in Section 3.94.9), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Cardinal Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Cardinal Common Stock Shares and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Cardinal Common StockShares, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to any shares of Parent Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Law Laws (as defined in Section 3.9), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such surrenderCertificate, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrendersurrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Parent SYS Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate (or affidavit) as provided in this Section 2.32.4(a). Subject to the effect of Applicable Law all applicable constitutions, laws, statutes, treaties, orders, rules, regulations, ordinances, notices, approvals, policies or guidelines promulgated, or judgments, decisions, decrees, or orders of any Governmental Authority (as defined in Section 3.9below) (collectively, “Applicable Laws”), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock Merger Consideration issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent SYS Common Stock and not paid, less the amount of any withholding taxes which that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent SYS Common Stock, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions provision of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Parent on Purchaser Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares or Purchaser Series A Preferred Stock shall be paid to any Person holding an Old Certificate evidencing Target Shares until such holder, until the holder shall surrender such Old Certificate is surrendered for exchange as provided in this Section 2.3herein. Subject to the effect of Applicable Law (as defined in Section 3.9)applicable laws, following surrender of any such CertificateOld Certificate by any holder thereof, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange thereforsuch surrendered Old Certificate, without interest, interest (i) at the time of such surrender, the amount of dividends or other distributions declared and made with a record date after the Effective Time which theretofore became payable with respect to such whole shares of Parent the Purchaser Common Stock or Purchaser Series A Preferred Stock, as applicable, represented thereby and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrenderdate, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such surrender and a payment date subsequent to the time of such surrender payable with respect to such whole shares of Parent the Purchaser Common Stock or Purchaser Series A Preferred Stock, as applicable, represented thereby, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Voting -------------------------------------------------------- Rights ------. Notwithstanding any other provisions provision of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to on shares of Parent ATI Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any person holding an unexchanged Certificate representing the right to receive shares of ATI Common Stock with respect to such holder, shares of ATI Common Stock nor shall any such shares of ATI Common Stock be deemed to be outstanding and represent the right to vote or give or express consent for any purpose until the holder shall surrender such Certificate is surrendered for exchange as provided in this Section 2.3herein. Subject to the effect of Applicable Law (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent ATI Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent ATI Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrenderdate, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender thereof and a payment date subsequent to surrender thereof payable with respect to such whole shares of Parent ATI Common Stock, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provisions of this Agreement, no No dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered CertificateCertificate with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holderholder pursuant to Section 2.1(e) hereof, until the holder shall surrender such Certificate as provided has been surrendered in accordance with this Section 2.3Article II. Subject to the effect of Applicable Law (as defined in Section 3.9)applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) promptly after such surrender, the number of whole shares of Parent Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.1(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and (ii) at the time of such surrenderappropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which Taxes (as defined in Section 3.10(g)) that may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any Whenever a dividend or other provisions distribution is declared by Parent in respect of the Parent 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 Parent Shares issuable pursuant to this Agreement, no . No dividends or other distributions declared or made after the Effective Time with respect to shares Parent Shares constituting part of Parent Common Stock having a record date after the Effective Time Merger Consideration shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, Certificate until the holder shall surrender such Certificate is surrendered as provided in this Section 2.31.9. Subject to the effect of Applicable Law (as defined in Section 3.9), following surrender of any Following such Certificatesurrender, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange thereforpaid, without interest, to the person in whose name the Parent Shares have been registered (i) at the time of such surrender, the amount of dividends or other distributions with a record date at or after the Effective Time theretofore previously paid or payable on the date of such surrender with respect to such whole shares of Parent Common Stock and not paidShares, less LESS the amount of any withholding taxes which that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date at or after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common StockShares, less LESS the amount of any withholding taxes which may be required thereon.