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

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock that such holder would be entitled to receive upon surrender of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such holder of shares of Company Common Stock issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Company Common Stock, and (b) 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 Company Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company Holdco Class A Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Holdco Class A Common Stock that such holder would be entitled to receive issuable upon surrender thereof until the surrender of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2this Article II. Subject to the effect of applicable lawsLaw, following surrender of any such Certificate, there shall be paid to such the holder of the certificate representing whole shares of Company Holdco Class A Common Stock issuable issued in exchange therefor, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Holdco Class A Common Stock, Stock and (bii) 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 whole shares of Company Holdco Class A Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock that represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder would be entitled pursuant to receive upon surrender of Section 1.4(e) hereof, until such Certificate until such holder shall surrender such Certificate has been surrendered in accordance with Section 2.2this Article II. Subject to the effect of applicable laws, following surrender of any such CertificateCertificate in accordance with this Article II, there shall be paid to such holder of shares of Company Common Stock issuable in exchange thereforthe recordholder thereof, without interest, (ai) promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such whole shares of Company Parent Common Stock, Stock represented by such Certificate and not paid and/or (bii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time (but prior to before such surrender date) and a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common StockStock issuable with respect to such Certificate.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company HoldCo Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company HoldCo Common Stock that such holder would be entitled to receive upon surrender of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such holder of shares of Company HoldCo Common Stock issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company HoldCo Common Stock, Stock and (b) 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 whole shares of Company HoldCo Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Acquiror Common Stock issuable with respect to the shares of Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock that such holder would be entitled to receive upon surrender of such Certificate certificates until such holder shall surrender such Certificate those certificates are surrendered as provided in accordance with Section 2.2this ARTICLE 3. Subject to the effect of applicable laws, following surrender of any such CertificateUpon surrender, there shall be issued and/or paid to such the holder of the shares of Company Acquiror Common Stock issuable issued in exchange therefor, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions payable with respect to those shares of Acquiror Common Stock with a record date on or after the date of the Effective Time theretofore and a payment date on or prior to the date of this surrender and not previously paid with respect to such shares of Company Common Stock, and (bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to those shares of Acquiror Common Stock with a record date on or after the date of the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Company Common Stocksurrender.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company Parent Common Stock with a record date after the Effective Time shall will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Company Parent Common Stock that such holder would be entitled to receive upon surrender of such Certificate represented thereby until such holder shall surrender surrenders such Certificate in accordance with Section 2.2Company Certificate. Subject to the effect of applicable lawsescheat or similar Laws, following the surrender of any such Company Certificate, there shall be paid to such the record holder of shares of Company Common Stock issuable the Parent Certificates issued in exchange therefor, without interest, (ai) promptly after at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 2.2(d)) with respect to such shares of Company Parent Common Stock, Stock and (bii) at the appropriate payment date, date the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Company whole Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company Chancellor Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect certificate that immediately prior to the Effective Time represented shares of Company LIN Common Stock that such holder would be entitled which have been converted pursuant to receive upon Section 1.8, until the surrender for exchange of such Certificate until such holder shall surrender such Certificate certificate in accordance with Section 2.2. Subject to the effect of applicable laws, following this Article I. Following surrender for exchange of any such Certificatecertificate, there shall be paid to such the holder of shares of Company Common Stock issuable in exchange thereforsuch certificate, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such the number of whole shares of Company Chancellor Common StockStock into which the shares of LIN Common Stock represented by such certificate immediately prior to the Effective Time were converted pursuant to Section 1.8, and (bii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Time, but prior to such surrender surrender, and with a payment date subsequent to such surrender surrender, payable with respect to such whole shares of Company Chancellor Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to shares of Company the ATC Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company SpectraSite Common Stock that such represented thereby, until the holder would be entitled to receive upon surrender of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2Certificate. Subject to the effect of escheat, tax or other applicable lawsLaws, following surrender of any such Certificate, there shall be paid to such the holder of the certificates representing whole shares of Company ATC Common Stock issuable issued in exchange therefor, without interest, (ai) promptly after the time of such surrenderpromptly, the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole shares of Company ATC Common Stock, and (bii) at the appropriate payment date, the amount of dividends or other distributions distributions, with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender occurring after surrender, payable with respect to such whole shares of Company ATC Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Public Company Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate certificate with respect to Cirracor Stock or Company Stock represented thereby, if any, and all such dividends and other distributions shall be paid by the shares of Public Company Common Stock that such holder would be entitled to receive upon the Exchange Agent, until the surrender of such Certificate until such holder shall surrender such Certificate certificate in accordance with Section 2.2herewith. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, certificate there shall be paid to such the holder of shares of whole Public Company Common Stock issuable Shares issued in exchange therefor, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such shares of whole Public Company Common Stock, Shares and (bii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of whole Public Company Common StockShares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock that such holder would be entitled to receive upon surrender of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.23.06. Subject to the effect of applicable lawsLaws, following surrender of any such Certificate, there shall be paid to such holder of shares of Company Common Stock issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid but prior to such surrender and a payment date prior to such surrender payable with respect to such shares of Company Common Stock, and (b) 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 Company Common Stock.

Distributions with Respect to Unexchanged Shares. No ------------------------------------------------ dividends or other distributions declared or made after the Effective Time with respect to shares of Company Onvia Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Onvia Common Stock that such represented thereby below until the holder would be entitled to receive upon surrender of record of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such the record holder of the certificates representing whole shares of Company Onvia Common Stock issuable issued in exchange therefor, without interest, interest (a) promptly after at the time of such surrender, the amount of any dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company Onvia Common Stock, and (b) 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 whole shares of Company Onvia Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to shares of Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock that which such holder would be is entitled to receive upon surrender pursuant to the terms hereof, until the holder of record of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2Certificate. Subject to the effect of applicable laws, following the surrender of any such Certificate, there shall be paid to such the record holder of the certificates representing shares of Company Common Stock issuable issued in exchange therefor, without interest, interest (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock, Stock and (bii) at the appropriate payment datedate therefor, the amount of dividends or other distributions with a record date after the Effective Time but prior to the surrender of such surrender Certificate and a payment date subsequent to the surrender of such surrender Certificate payable with respect to such whole shares of Company Common Stock. Spinco shall deposit in the Exchange Fund all such dividends and distributions.

Distributions with Respect to Unexchanged Shares. No Notwithstanding anything in this Agreement to the contrary, no dividends or other distributions declared or made on Acquiror Capital Stock shall be paid with respect to any shares of Company Common Capital Stock with represented by a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock that such holder would be entitled to receive upon surrender of such Certificate until such holder shall surrender such Stock Certificate in accordance with Section 2.2is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Stock Certificate, there shall be paid to such the holder of the certificates representing whole shares of Company Common Acquiror Capital Stock issuable issued in exchange therefor, without interest, : (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such whole shares of Company Common StockAcquiror Capital Stock and not paid, less the amount of any withholding taxes which may be required thereon; and (bii) 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 whole shares of Company Common Acquiror Capital Stock, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. No Notwithstanding any other provisions of this Agreement, after the Effective Time no dividends or other distributions declared or made with respect to shares of Company Acquiror Common Stock with a record date after the Effective Time shall will be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock that such holder would be entitled to receive upon surrender of such Person holding a Certificate until such holder shall surrender such Certificate in accordance with Section 2.2is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such CertificateCertificate by any holder thereof, there shall will be paid to such the holder of shares of Company Common Stock issuable the New Certificate issued in exchange therefor, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such shares the Acquiror Common Stock represented thereby, less the amount of Company Common Stockany withholding taxes which may be required thereon, and (bii) at the appropriate payment date, 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 shares the Acquiror Common Stock represented thereby, less the amount of Company Common Stock.any withholding taxes which may be required thereon. (e)

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to shares of Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock that such represented thereby until the holder would be entitled to receive upon surrender of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2Certificate. Subject to the effect of applicable lawsLaws, following surrender of any such Certificate, there shall be paid to such the holder of the certificates representing whole shares of Company Common Stock issuable issued in exchange therefor, without interest, (ai) promptly after the time of such surrenderpromptly, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock, and (bii) at the appropriate payment date, the amount of dividends or other distributions distributions, with a record date after the Effective Time Time, but prior to such surrender and a payment date subsequent to such surrender occurring after surrender, payable with respect to such whole shares of Company Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to shares of Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock that such the holder would be thereof is entitled to receive upon surrender in respect thereof until the holder of record of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such the record holder of the certificates representing whole shares of Company Parent Common Stock issuable issued in exchange therefor, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company Parent Common Stock, and (bii) 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 whole shares of Company Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company Conseco Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect certificate that immediately prior to the shares of Company Common Stock that such holder would be entitled Effective Time represented Shares which have been converted pursuant to receive upon Section 1.8, until the surrender for exchange of such Certificate until such holder shall surrender such Certificate certificate in accordance with Section 2.2. Subject to the effect of applicable laws, following this Article I. Following surrender for exchange of any such Certificatecertificate, there shall be paid to such the holder of shares of Company Common Stock issuable in exchange thereforsuch certificate, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such the number of whole shares of Company Conseco Common StockStock into which the Shares represented by such certificate immediately prior to the Effective Time were converted pursuant to Section 1.8, and (bii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Time, but prior to such surrender surrender, and with a payment date subsequent to such surrender surrender, payable with respect to such whole shares of Company Conseco Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to shares of Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock that such represented thereby until the holder would be entitled to receive upon surrender of record of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2Certificate. Subject to the effect of unclaimed property, escheat and other applicable laws, following surrender of any such Certificate, there shall be paid to such the record holder of the certificates representing whole shares of Company Parent Common Stock issuable issued in exchange therefor, without interest, : (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock, ; and (bii) 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 whole shares of Company Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to shares of Company Common Stock with a record date after the Effective Time shall will be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Apro Common Stock that such represented thereby until the holder would be entitled to receive upon surrender of record of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2Certificate. Subject to the effect of applicable lawslaw, following surrender of any such Certificate, there shall be paid to such the record holder of the certificates representing whole shares of Company Common Stock issuable issued in exchange therefor, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock, Stock and (bii) 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 Company Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to shares of Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock that such represented thereby until the holder would be entitled to receive upon surrender of record of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2Certificate. Subject to the effect of applicable lawslaw, following surrender of any such Certificate, there shall be paid to such the record holder of the certificates representing whole shares of Company Parent Common Stock issuable issued in exchange therefor, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock, and (bii) 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 whole shares of Company Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company Purchaser Common Stock with a record date after the Effective Time shall will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Company Purchaser Common Stock that such holder would be entitled to receive upon surrender of such Certificate represented thereby until such holder shall surrender surrenders such Certificate in accordance with Section 2.2Company Certificate. Subject to the effect of applicable lawsescheat or similar Laws, following the surrender of any such Company Certificate, there shall be paid to such the record holder of shares of Company Common Stock issuable the Purchaser Certificates issued in exchange therefor, without interest, (ai) promptly after at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 2.07(d)) with respect to such shares of Company Purchaser Common Stock, Stock and (bii) at the appropriate payment date, date the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Company whole Purchaser Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares (of Company Common Stock Capital Stock) that such holder would be entitled to receive upon surrender of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.21.13(c). Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such holder of shares of Company Parent Common Stock issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of dividends or other distributions distributions, with a record and payment date after the Effective Time theretofore paid but prior to such surrender, payable with respect to such shares of Company Parent Common Stock, Stock and (b) at the appropriate payment date, the amount of dividends or other distributions distributions, with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender surrender, payable with respect to such shares of Company Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company the Buyer Common Stock with constituting all or a record date after portion of the Effective Time Merger Consideration shall be paid to the holder of any unsurrendered Certificate with respect to the shares of certificate representing Company Common Stock that such holder would be entitled to receive upon surrender of such Certificate until such holder shall surrender such Certificate certificates are surrendered as provided in accordance with this Section 2.2. Subject to the effect of applicable laws, following surrender of any such Certificatesurrender, there shall be paid to such holder of shares of Company Common Stock issuable in exchange thereforpaid, without interest, to the record holder of the certificates representing the Buyer Common Stock, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid payable prior to or on the date of such surrender with respect to such whole shares of Company Common Stock, and not paid, less the amount of any withholding taxes which may be required thereon, and (bii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such the date of surrender and a payment date subsequent to such the date of surrender payable with respect to such whole shares of Company Buyer Common Stock, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company Conseco Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect certificate that immediately prior to the shares of Company Common Stock that such holder would be entitled Effective Time represented Shares which have been converted pursuant to receive upon Section 1.9, until the surrender for exchange of such Certificate until such holder shall surrender such Certificate certificate in accordance with Section 2.2. Subject to the effect of applicable laws, following this Article I. Following surrender for exchange of any such Certificatecertificate, there shall be paid to such the holder of shares of Company Common Stock issuable in exchange thereforsuch certificate, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such the number of whole shares of Company Conseco Common StockStock into which the Shares represented by such certificate immediately prior to the Effective Time were converted pursuant to Section 1.9, and (bii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Time, but prior to such surrender surrender, and with a payment date subsequent to such surrender surrender, payable with respect to such whole shares of Company Conseco Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or ------------------------------------------------ other distributions declared or made after the Effective Time with respect to shares of Company Common Stock Merger Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares Merger Shares represented thereby until the holder of Company Common Stock that such holder would be entitled to receive upon surrender record of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2as provided herein. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such the record holder of shares of Company Common Stock issuable the certificates representing whole Merger Shares issued in exchange therefor, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Company Common Stock, Merger Shares and (bii) at the appropriate payment date, the amount of dividends or other distributions distributions, if any, 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 Company Common StockMerger Shares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to shares of Company Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Acquiror Common Stock that such represented thereby until the holder would be entitled to receive upon surrender of record of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such the record holder of the certificates representing whole shares of Company Acquiror Common Stock issuable issued in exchange therefor, without interest, (ai) promptly after at the time of such surrender, the amount of any dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company Acquiror Common Stock, and (bii) 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 whole shares of Company Acquiror Common Stock.

Distributions with Respect to Unexchanged Shares. No Notwithstanding any other provisions of this Agreement, after the Effective Time no dividends or other distributions declared or made with respect to shares of Company Acquiror Common Stock with a record date after the Effective Time shall will be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock that such holder would be entitled to receive upon surrender of such Person holding a Certificate until such holder shall surrender such Certificate in accordance with Section 2.2is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such CertificateCertificate by any holder thereof, there shall will be paid to such the holder of shares of Company Common Stock issuable the New Certificate issued in exchange therefor, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such shares the Acquiror Common Stock represented thereby, less the amount of Company Common Stockany withholding taxes which may be required thereon, and (bii) at the appropriate payment date, 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 shares the Acquiror Common Stock represented thereby, less the amount of Company Common Stockany withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock that such represented thereby until the holder would be entitled to receive upon surrender of record of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, Certificate there shall be paid to such the holder of the certificate representing whole shares of Company Parent Common Stock issuable issued in exchange therefor, without interest, : (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock, ; and (bii) 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 with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company SynQuest Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company SynQuest Common Stock that such represented thereby, until the holder would be entitled to receive upon surrender of record of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, Certificate there shall be paid to such the holder of the Certificate representing whole shares of Company SynQuest Common Stock issuable issued in exchange therefor, without interest, : (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company SynQuest Common Stock, ; and (bii) 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 with a payment date subsequent to such surrender payable with respect to such whole shares of Company SynQuest Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company NPD Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect certificate that immediately prior to the Effective Time represented shares of Company GPC Common Stock that such holder would be entitled which have been converted pursuant to receive upon Section 2.1 ("Converted Shares"), until the surrender for exchange of such Certificate until such holder shall surrender such Certificate certificate in accordance with Section 2.2this Article 2. Subject to the effect of applicable laws, following Following surrender for exchange of any such Certificatecertificate, there shall be paid to such the holder of shares of Company Common Stock issuable in exchange thereforsuch certificate, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid or payable with respect to such the number of whole shares of Company NPD Common Stock, Stock into which the shares of GPC Common Stock represented by such certificate immediately prior to the Effective Time were converted pursuant to Section 2.1 and (bii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Time, but prior to such surrender surrender, and with a payment date subsequent to such surrender surrender, payable with respect to such whole shares of Company NPD Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company CSOC Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered un-surrendered Certificate with respect to the shares of Company CSOC Common Stock that such holder would be entitled to receive upon surrender of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.22.09. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such holder of shares of Company CSOC Common Stock issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of any dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company CSOC Common Stock, Stock and (b) 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 Company CSOC Common Stock.

Distributions with Respect to Unexchanged Shares. No ------------------------------------------------ dividends or other distributions declared or made after the Effective Time with respect to shares of Company Common Stock Acquiror capital stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock that such Acquiror capital stock represented thereby until the holder would be entitled to receive upon surrender of record of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such the record holder of the certificates representing whole shares of Company Common Stock issuable Acquiror capital stock issued in exchange therefor, without interest, (ai) promptly after at the time of such surrender, the amount of any dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company Common StockAcquiror capital stock, and (bii) 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 whole shares of Company Common StockAcquiror capital stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to shares of Company Common Stock Merger Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares Merger Shares represented thereby until the holder of Company Common Stock that such holder would be entitled to receive upon surrender record of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2as provided herein. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such the record holder of shares of Company Common Stock issuable the certificates representing whole Merger Shares issued in exchange therefor, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Company Common Stock, Merger Shares and (bii) at the appropriate payment date, the amount of dividends or other distributions distributions, if any, 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 Company Common StockMerger Shares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company Purchaser Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Purchaser Common Stock that such holder would be entitled to receive upon surrender of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such holder of shares of Company Purchaser Common Stock issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid but prior to such surrender and a payment date prior to such surrender payable with respect to such shares of Company Purchaser Common Stock, Stock and (b) 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 Company Purchaser Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company HSMG Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered un-surrendered Certificate with respect to the shares of Company HSMG Common Stock that such holder would be entitled to receive upon surrender of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.22.09. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such holder of shares of Company HSMG Common Stock issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of any dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company HSMG Common Stock, Stock and (b) 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 Company HSMG Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to shares of Company Endosonics Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Endosonics Common Stock that such represented thereby until the holder would be entitled to receive upon surrender of record of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such the record holder of the certificates representing whole shares of Company Endosonics Common Stock issuable issued in exchange therefor, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company Endosonics Common Stock, and (bii) 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 whole shares of Company Endosonics Common Stock, as the case may be.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company Conseco Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect certificate that immediately prior to the shares of Company Common Stock that such holder would be entitled Effective Time represented Shares which have been converted pursuant to receive upon Section 7, until the surrender for exchange of such Certificate until such holder shall surrender such Certificate certificate in accordance with Section 2.2herewith. Subject to the effect of applicable laws, following Following surrender for exchange of any such Certificatecertificate, there shall be paid to such the holder of shares of Company Common Stock issuable in exchange thereforsuch certificate, without interest, (ai) promptly after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such the number of whole shares of Company Conseco Common StockStock into which the Shares represented by such certificate immediately prior to the Effective Time were converted pursuant to Section 7, and (bii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Time, but prior to such surrender surrender, and with a payment date subsequent to such surrender surrender, payable with respect to such whole shares of Company Conseco Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to shares of Company BSQUARE Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company BSQUARE Common Stock that such represented thereby until the holder would be entitled to receive upon surrender of record of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.2Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such the record holder of the certificates representing whole shares of Company BSQUARE Common Stock issuable issued in exchange therefor, without interest, interest (a) promptly after at the time of such surrender, the amount of any dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company BSQUARE Common Stock, and (b) 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 whole shares of Company BSQUARE Common Stock.