Common use of Distributions with Respect to Unsurrendered Certificates Clause in Contracts

Distributions with Respect to Unsurrendered Certificates. All shares of Holdco Common Stock to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued pursuant to Section 2.5(b) or Section 2.5(d)) shall be deemed issued and outstanding as of the Gulf Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Holdco Common Stock, the record date for which is at or after the Gulf Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in respect of shares of Holdco Common Stock shall be paid to any holder of any un-surrendered Certificate until the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) is surrendered for exchange in accordance with this Article III. Subject to applicable Law, following such surrender, there shall be issued or paid to the holder of record of the whole shares of Holdco Common Stock issued in exchange for Eligible Shares in accordance with this Article III, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Gulf Effective Time theretofore payable with respect to such whole shares of Holdco Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Holdco Common Stock with a record date after the Gulf Effective Time and prior to surrender, but with a payment date subsequent to surrender.

Distributions with Respect to Unsurrendered Certificates. All shares of Holdco Common Stock to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued pursuant to Section 2.5(b) or Section 2.5(d)) shall be deemed issued and outstanding as of the Gulf Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in or made after the date hereof with respect of the Holdco to VeraSun Common Stock, the Stock with a record date for which is at or after the Gulf Effective Time, that such declaration shall include dividends a dividend or other distributions distribution in respect of all shares of VeraSun Common Stock issuable pursuant to this Agreement. No Any dividends or other distributions in with respect to VeraSun 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 Holdco VeraSun Common Stock represented thereby, and any cash payment in lieu of fractional shares of VeraSun Common Stock shall be paid to any such holder pursuant to Section 2.02(e) only upon the surrender of such Certificate by the holder of any un-surrendered record of such Certificate until the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) is surrendered for exchange in accordance with this Article IIIII. Subject to the effect of applicable Lawescheat or similar laws, following surrender of any such surrender, Certificate there shall be issued or paid to the holder of record of the certificate representing whole shares of Holdco VeraSun Common Stock Stock, issued in exchange for Eligible Shares in accordance with this Article IIItherefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Gulf Effective Time theretofore payable paid with respect to such whole shares of Holdco VeraSun Common Stock and not paid the amount of any cash payable in lieu of a fractional share of VeraSun Common Stock to which such holder is entitled pursuant to Section 2.02(e) and (ii) 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 Holdco VeraSun Common Stock with a record date after the Gulf Effective Time and prior to surrender, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unsurrendered Certificates. All shares of Holdco Common Stock to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued pursuant to Section 2.5(b) or Section 2.5(d)) shall be deemed issued and outstanding as of the Gulf Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Holdco Common Stock, the record date for which is at or after the Gulf Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in with a record date after the Effective Time with respect to SCI Common Stock included as a part of the Closing Date Merger Consideration shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Holdco SCI Common Stock represented thereby, and no cash payment in lieu of fractional shares of SCI Common Stock shall be paid to any such holder pursuant to Section 2.2(e), until the holder of any un-surrendered record of such Certificate until the shall surrender such Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) is surrendered for exchange in accordance with this Article IIIII. Subject to the effect of applicable Lawescheat or similar laws, following surrender of any such surrender, Certificate there shall be issued or paid to the holder of record of the certificate representing whole shares of Holdco SCI Common Stock issued in exchange for Eligible Shares in accordance with this Article IIItherefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Gulf Effective Time theretofore payable paid with respect to such whole shares of Holdco SCI Common Stock included as a part of the Closing Date Merger Consideration, and not paid the amount of any cash payable in lieu of a fractional share of SCI Common Stock to which such holder is entitled pursuant to Section 2.2(e) and (ii) 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 Holdco SCI Common Stock with included as a record date after part of the Gulf Effective Time and prior to surrender, but with a payment date subsequent to surrenderClosing Date Merger Consideration.

Distributions with Respect to Unsurrendered Certificates. All shares of Holdco Common Stock to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued pursuant to Section 2.5(b) or Section 2.5(d)) shall be deemed issued and outstanding as of the Gulf Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Holdco Common Stock, the record date for which is at or after the Gulf Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in declared or made after the Effective Time with respect to 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 Holdco Acquiror Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder of any un-surrendered Certificate pursuant to Section 1.2, until the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) is surrendered for exchange in accordance with this Article III. Subject to applicable Law, following such surrender, there shall be issued or paid to the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Holdco Acquiror Common Stock issued in exchange for Eligible Shares in accordance with this Article IIItherefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Acquiror Common Stock to which such holder is entitled pursuant to Section 1.2 and the Certificate of Merger and the amount of dividends or other distributions with a record date after the Gulf Effective Time theretofore payable paid with respect to such whole shares of Holdco Acquiror Common Stock and not paid Stock, and (ii) at the appropriate payment date, 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 Holdco Acquiror Common Stock with a record date after the Gulf Effective Time and prior to surrender, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unsurrendered Certificates. All shares of Holdco Common Stock to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued pursuant to Section 2.5(b) or Section 2.5(d)) shall be deemed issued and outstanding as of the Gulf Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in or made after the date hereof with respect of the Holdco to Aemetis Common Stock, the Stock with a record date for which is at or after the Gulf Effective Time, that such declaration shall include dividends a dividend or other distributions distribution in respect of all shares of Aemetis Common Stock issuable pursuant to this Agreement. No Any dividends or other distributions in with respect to Aemetis 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 Holdco Aemetis Common Stock represented thereby, and any cash payment in lieu of fractional shares of Aemetis Common Stock shall be paid to any such holder pursuant to Section 3.6 only upon the surrender of such Certificate by the holder of any un-surrendered record of such Certificate until the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) is surrendered for exchange in accordance with this Article III. Subject to the effect of applicable Lawescheat or similar laws, following surrender of any such surrender, Certificate there shall be issued or paid to the holder of record of the certificate representing whole shares of Holdco Aemetis Common Stock Stock, issued in exchange for Eligible Shares in accordance with this Article IIItherefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Gulf Effective Time theretofore payable paid with respect to such whole shares of Holdco Aemetis Common Stock and not paid the amount of any cash payable in lieu of a fractional share of Aemetis Common Stock to which such holder is entitled pursuant to Section 3.6 and (ii) 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 Holdco Aemetis Common Stock with a record date after the Gulf Effective Time and prior to surrender, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unsurrendered Certificates. All shares of Holdco Common Stock to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued pursuant to Section 2.5(b) or Section 2.5(d)) shall be deemed issued and outstanding as of the Gulf Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Holdco Common Stock, the record date for which is at or after the Gulf Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Holdco Parent Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section ------- 2.02(e), and all such dividends, other distributions and cash in lieu ------- of fractional shares of Parent Common Stock shall be paid by Parent to any holder of any un-surrendered Certificate until the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) is surrendered for exchange in accordance with this Article III. Subject to applicable Law, following such surrender, there Exchange Agent and shall be issued or paid to included in the Exchange Fund, in each case until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to the whole shares effect of Holdco Common Stock issued in exchange for Eligible Shares in accordance with this Article IIIapplicable escheat and unclaimed property laws, following surrender of any such Company Certificate, there shall be paid to the record holder of such Company Certificate, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent 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 Gulf Effective Time theretofore previously paid or payable with respect to such the whole shares of Holdco Parent Common Stock and not paid into which the shares of Company Common Stock previously represented by such Company Certificate were converted, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to the surrender of such Company Certificate and a payment date subsequent to the surrender of such Company Certificate payable with respect to such whole shares of Holdco Parent Common Stock with a record date after the Gulf Effective Time and prior to surrender, but with a payment date subsequent to surrenderStock.