Common use of Treatment of Unexchanged Shares Clause in Contracts

Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to 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 certificates representing shares of Parent Common Stock represented thereby that the holder would be entitled to upon surrender of such Certificate and no cash payment of the Cash Consideration or in lieu of fractional shares as contemplated by subsection (e) below shall be paid to any such holder until the holder of such Certificate shall surrender such Certificate in accordance with this Section 2.02. Subject to the effect of 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 issued in exchange therefor, without interest, (i) at the time of such surrender, the Cash Consideration and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to subsection (e) below and the amount of dividends or other distributions with a record date after the Effective Time previously paid with respect to such whole shares of Parent Common 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 Parent Common Stock. For purposes of determining quorums at meetings of stockholders of Parent and the stockholders of Parent entitled to notice of, and to vote at, meetings of stockholders, holders of unsurrendered Certificates shall be considered record holders of the shares of Parent Common Stock represented thereby.

Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to Parent HoldCo Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or shares of Trulia Common Stock or Zillow Common Stock held in book-entry form) with respect to the certificates representing shares of Parent HoldCo Common Stock represented thereby that the holder would be entitled to issuable upon surrender of such Certificate thereof, and no cash payment of the Cash Consideration or in lieu of fractional shares as contemplated by subsection (e) below shall be paid to any such holder pursuant to Section 2.02(f), until the holder surrender of such Certificate shall surrender such Certificate (or shares of Trulia Common Stock or Zillow Common Stock held in book-entry form) in accordance with this Section 2.02Article II. Subject to the effect of escheat, Tax or other applicable LawsLaw, following surrender of any such CertificateCertificate (or shares of Trulia Common Stock or Zillow Common Stock held in book-entry form), there shall be paid to the holder of the Certificates certificate representing whole shares of Parent HoldCo Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the Cash Consideration and the amount of any cash payable in lieu of a fractional share of Parent HoldCo Common Stock to which such holder is entitled pursuant to subsection (eSection 2.02(f) below and the amount of dividends or other distributions with a record date after the Effective Time previously theretofore paid with respect to such whole shares of Parent HoldCo Common Stock, 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 such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent HoldCo Common Stock. For purposes of determining quorums at meetings of stockholders of Parent and the stockholders of Parent entitled to notice of, and to vote at, meetings of stockholders, holders of unsurrendered Certificates shall be considered record holders of the shares of Parent Common Stock represented thereby.

Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to Parent Common Stock distributions, if any, with a record date after the Effective Time with respect to Parent Common Shares shall be paid to the holder of any unsurrendered Certificate with respect to the certificates representing shares of Company Common Stock to be converted into Parent Common Stock represented thereby that the holder would be entitled Shares pursuant to upon surrender of such Certificate and no cash payment of the Cash Consideration or in lieu of fractional shares as contemplated by subsection (eSection 2.1(a)(i) below shall be paid to any until such holder until the holder of such Certificate shall surrender such Certificate shares of Company Common Stock in accordance with this Section 2.022.2. Subject After the surrender in accordance with this Section 2.2 of a share of Company Common Stock to be converted into Parent Common Shares pursuant to Section 2.1(a)(i), the holder thereof shall be entitled to receive (in addition to the effect of 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 issued in exchange therefor, without interest, (i) at the time of such surrender, the Cash Merger Consideration and the amount of any cash Fractional Share Cash Amount payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to subsection (ethis Article 2) below and the amount of any such dividends or other distributions with a record date after the Effective Time previously paid with respect to such whole shares of Parent Common Stockdistributions, and (ii) at the appropriate payment datewithout any interest thereon, 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 which theretofore had become payable with respect to the Parent Common Shares represented by such whole share of Company Common Stock, less such withholding or deduction for any Taxes required by applicable Law. Until the holders of any unsurrendered shares of Company Common Stock surrender such shares of Company Common Stock in accordance with this Section 2.2, each unsurrendered share of Company Common Stock shall represent only the right to receive, upon surrender, the Merger Consideration and the Fractional Share Cash Amount payable to such holder pursuant to this Article 2, and the holders of such unsurrendered shares of Company Common Stock shall have no rights as a stockholder of the Company or the Surviving Corporation. After and only after surrender in accordance with this Section 2.2, the record holder thereof shall be entitled to receive any dividends or other distributions, without interest thereon, which theretofore had become payable with respect to the whole Parent Common Stock. For purposes of determining quorums at meetings of stockholders of Parent and the stockholders of Parent entitled to notice of, and to vote at, meetings of stockholders, holders of unsurrendered Certificates shall be considered record holders of Shares that the shares of Parent Company Common Stock represented therebyby such unsurrendered certificate have been converted into the right to receive.

Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to Parent Common Stock distributions, if any, with a record date after the Effective Time with respect to Parent Common Stock or, if applicable, Parent New Preferred Stock issued in the Merger, shall be paid to the holder of any unsurrendered Certificate with respect share of Company Common Stock to be converted into the certificates representing right to receive shares of Parent Common Stock represented thereby that pursuant to Section 2.1(a)(ii) or any unsurrendered share of Company Preferred Stock to be converted into the holder would be entitled right to upon surrender receive shares of such Certificate and no cash payment of the Cash Consideration or in lieu of fractional shares as contemplated by subsection (eParent New Preferred Stock pursuant to Section 2.1(a)(iii)(B) below shall be paid to any until such holder until the holder of such Certificate shall surrender such Certificate share in accordance with this Section 2.022.2. Subject After the surrender in accordance with this Section 2.2 of a share of Company Common Stock converted into the right to the effect of applicable Laws, following surrender of any such Certificate, there shall be paid to the holder of the Certificates representing whole receive shares of Parent Common Stock issued in exchange thereforpursuant to Section 2.1(a)(ii) or, without interestif applicable, a share of Company Preferred Stock converted into the right to receive shares of Parent New Preferred Stock pursuant to Section 2.1(a)(iii)(B), the holder thereof shall be (i) at the time of paid promptly after such surrender, in addition to the Cash Merger Consideration and the amount of any cash payable in lieu of a fractional share Fractional Share Cash Amount or shares of Parent Common Stock New Preferred Stock, as applicable, payable to which such holder is entitled pursuant to subsection (e) below and the amount of this Article II, any such dividends or other distributions distributions, without any interest thereon, with a record date after the Effective Time previously paid theretofore payable with respect to such whole the shares of Parent Common Stock or Parent New Preferred Stock, as applicable, and (ii) at the appropriate payment date, the amount of dividends or and 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. For purposes of determining quorums at meetings of stockholders of Parent and the stockholders of Parent entitled to notice of, and to vote at, meetings of stockholders, holders of unsurrendered Certificates shall be considered record holders of the shares of Parent Common Stock represented therebyor Parent New Preferred Stock, as applicable.

Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to Parent Xxxxxxx Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or shares of Black & Xxxxxx Common Stock held in book-entry form) with respect to the certificates representing shares of Parent Xxxxxxx Common Stock represented thereby that the holder would be entitled to issuable upon surrender of such Certificate thereof, and no cash payment of the Cash Consideration or in lieu of fractional shares as contemplated by subsection (e) below shall be paid to any such holder pursuant to Section 2.02(f), until the holder surrender of such Certificate shall surrender (or such Certificate shares of Black & Xxxxxx Common Stock held in book-entry form) in accordance with this Section 2.02Article II. Subject to the effect of escheat, Tax or other applicable LawsLaw, following surrender of any such CertificateCertificate (or shares of Black & Xxxxxx Common Stock held in book-entry form), there shall be paid to the holder of the Certificates certificate representing whole shares of Parent Xxxxxxx Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the Cash Consideration and the amount of any cash payable in lieu of a fractional share of Parent Xxxxxxx Common Stock to which such holder is entitled pursuant to subsection (eSection 2.02(f) below and the amount of dividends or other distributions with a record date after the Effective Time previously theretofore paid with respect to such whole shares of Parent Xxxxxxx Common Stock, 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 such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Xxxxxxx Common Stock. For purposes of determining quorums at meetings of stockholders of Parent and the stockholders of Parent entitled to notice of, and to vote at, meetings of stockholders, holders of unsurrendered Certificates shall be considered record holders of the shares of Parent Common Stock represented thereby.

Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to Parent Biovail Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or shares of Valeant Common Stock held in book-entry form) with respect to the certificates representing shares of Parent Biovail Common Stock represented thereby that the holder would be entitled to issuable upon surrender of such Certificate thereof, and no cash payment of the Cash Consideration or in lieu of fractional shares as contemplated by subsection (e) below shall be paid to any such holder pursuant to Section 2.02(e), until the holder surrender of such Certificate shall surrender such Certificate (or shares of Valeant Common Stock held in book-entry form) in accordance with this Section 2.02Article II. Subject to the effect of escheat, Tax or other applicable LawsLaw, following surrender of any such CertificateCertificate (or shares of Valeant Common Stock held in book-entry form), there shall be paid to the holder of the Certificates certificate representing whole shares of Parent Biovail Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the Cash Consideration and the amount of any cash payable in lieu of a fractional share of Parent Biovail Common Stock to which such holder is entitled pursuant to subsection (eSection 2.02(e) below and the amount of dividends or other distributions with a record date after the Effective Time previously theretofore paid with respect to such whole shares of Parent Biovail Common Stock, 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 such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Biovail Common Stock. For purposes of determining quorums at meetings of stockholders of Parent and the stockholders of Parent entitled to notice of, and to vote at, meetings of stockholders, holders of unsurrendered Certificates shall be considered record holders of the shares of Parent Common Stock represented thereby.

Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to Parent CenturyLink Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or shares of Qwest Common Stock held in book-entry form) with respect to the certificates representing shares of Parent CenturyLink Common Stock represented thereby that the holder would be entitled to issuable upon surrender of such Certificate thereof, and no cash payment of the Cash Consideration or in lieu of fractional shares as contemplated by subsection (e) below shall be paid to any such holder pursuant to Section 2.02(f), until the holder surrender of such Certificate shall surrender such Certificate (or shares of Qwest Common Stock held in book-entry form) in accordance with this Section 2.02Article II. Subject to the effect of escheat, Tax or other applicable LawsLaw, following surrender of any such CertificateCertificate (or shares of Qwest Common Stock held in book-entry form), there shall be paid to the holder of the Certificates certificate representing whole shares of Parent CenturyLink Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the Cash Consideration and the amount of any cash payable in lieu of a fractional share of Parent CenturyLink Common Stock to which such holder is entitled pursuant to subsection (eSection 2.02(f) below and the amount of dividends or other distributions with a record date after the Effective Time previously theretofore paid with respect to such whole shares of Parent CenturyLink Common Stock, 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 such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent CenturyLink Common Stock. For purposes of determining quorums at meetings of stockholders of Parent and the stockholders of Parent entitled to notice of, and to vote at, meetings of stockholders, holders of unsurrendered Certificates shall be considered record holders of the shares of Parent Common Stock represented thereby.

Treatment of Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of Parent Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to or Book-Entry Share, until the certificates representing shares of Parent Common Stock represented thereby that the holder would be entitled to upon surrender or transfer of such Certificate and no cash payment of the Cash Consideration or in lieu of fractional shares as contemplated by subsection (e) below shall be paid to any such holder until the holder of such Certificate shall surrender such Certificate Book-Entry Share in accordance with this Section 2.02Article II. Subject to the effect of escheat, Tax or other applicable LawsLaw, following surrender or transfer of any such CertificateCertificate or Book-Entry Share, there such holder shall be paid to the holder of the Certificates representing whole shares of Parent Common Stock issued in exchange thereforpaid, without interest, interest (i) at the time of such surrendersurrender or transfer, the Cash Consideration and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to subsection (e) below and the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable as of the date of such surrender or transfer with respect to such whole shares of the Parent Common StockStock into which the shares represented by such Certificate or such Book-Entry Shares have been converted as of the Effective Time pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such whole shares of Parent Common Stock. For purposes of determining quorums at meetings of stockholders of Parent and the stockholders of Parent entitled to notice of, and to vote at, meetings of stockholders, holders of unsurrendered Certificates shall be considered record holders of the shares of Parent Common Stock into which the shares represented therebyby such Certificate or such Book-Entry Shares have been converted as of the Effective Time pursuant to this Agreement.