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

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions 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 Certificate 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 holder pursuant to Section 2.2(e) until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect, if any, of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e), 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 2.2(e) and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore 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 on Parent Common Stock 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.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions 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 Old Certificate with respect to the shares of Parent Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e2.2(d) or the Plan of Merger until the holder of record of such Old Certificate shall surrender such Old Certificate. Subject to the effect, if any, effect of applicable laws, following surrender of any such Old Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, 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 2.2(e2.2(d) and the Plan of Merger and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore 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 on Parent Common Stock 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.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to shares of 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 Parent Common Stock represented therebythat such holder would be entitled to receive upon surrender of such Certificate, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.2(e) 2.7 until the such holder of record of such Certificate shall surrender such CertificateCertificate in accordance with Section 2.4. Subject to the effect, if any, effect of applicable lawsLaws, following surrender of any such Certificate, there shall be paid to the record such holder of the certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 2.7 and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time but prior to such surrender and a payment date subsequent to surrender such surrender, payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to shares of 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 Parent Common Stock represented thereby, that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.2(e) 2.7 until the such holder of record of such Certificate shall surrender such CertificateCertificate in accordance with Section 2.4. Subject to the effect, if any, effect of applicable lawsLaws, following surrender of any such Certificate, there shall be paid to the record such holder of the certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 2.7 and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock 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 Common Stock.

Distributions with Respect to Unsurrendered Certificates. No 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 the Parent Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions declared in respect of all shares issuable pursuant to this Agreement. Subject to Section 5.5, no dividends or made other distributions in respect of shares of Parent Common Stock shall be paid to any holder with respect to any unsurrendered Certificate until the Certificate (or satisfaction of the conditions provided in Section 5.7 in lieu of a Certificate) is surrendered for exchange in accordance with this ARTICLE V. Subject to applicable Law, following such surrender, dividends or distributions with respect to the Parent Common Stock issued in exchange for Eligible Units in accordance with this ARTICLE V shall be paid to the holders of record of such Eligible Units, without interest, (a) promptly after the time of such surrender for any dividends or other distributions with a record date after the Effective Time but a payment date prior to surrender and (b) at the appropriate payment date for any dividends or other distributions payable with respect to shares of Parent Common Stock with a record date after the Effective Time shall be paid and prior to the holder of any unsurrendered Certificate 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 holder pursuant to Section 2.2(e) until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect, if any, of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e), 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 2.2(e) and the amount of dividends or other distributions on Parent Common Stock but with a record date after the Effective Time theretofore 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 on Parent Common Stock 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 Stocksurrender.

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 declared or made after the Effective Time with in respect to Parent of shares of Holdco Common Stock with a record date after the Effective Time 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 any unsurrendered Certificate 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 holder pursuant to Section 2.2(e) until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect, if any, of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Holdco Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e)for Eligible Shares in accordance with this Article III, 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 2.2(e) and the amount of dividends or other distributions on Parent Common Stock with a record date after the Gulf Effective Time theretofore paid payable with respect to such whole shares of Parent Holdco Common Stock, Stock and not paid and (ii) at the appropriate payment date, the amount of dividends or other distributions on Parent payable with respect to such whole shares of Holdco Common Stock with a record date after the Gulf Effective Time but and prior to surrender and surrender, but with a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stocksurrender.

Distributions with Respect to Unsurrendered Certificates. From and after the Effective Time and until surrendered in accordance with the provisions of this Article II, each Certificate (other than Certificates for Shares to be cancelled pursuant to Section 2.1(b)) shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration. No dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate representing Shares of Company Common Stock with respect to the shares of Parent Common Stock represented thereby, that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.2(e) 2.7 until the such holder of record of such Certificate shall surrender such CertificateCertificate in accordance with Section 2.4. Subject to the effect, if any, effect of applicable lawsLaws (as defined in Section 3.9), following surrender of any such Certificate, there shall be paid to the record such holder of the certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (ia) at the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.7, to be paid promptly after the time of such surrender, and (b) and the amount of with respect to any dividends or other distributions on Parent Common Stock payable with respect to such whole number of shares with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment dateTime, the amount of such dividends or other distributions on Parent Common Stock with a record date to be paid promptly after the Effective Time but prior to later of (x) the time of such surrender and a (y) the payment date subsequent to surrender payable with respect to for such whole shares of Parent Common Stockdividends or other distributions.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Parent Newco 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 Parent Newco Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e) 1.7 and the Plans of Merger, until the holder of record of such Certificate shall surrender such CertificateCertificate as provided in Section 1.12(b). Subject to the effect, if any, 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 Parent Newco Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Newco Common Stock to which such holder is entitled pursuant to Section 2.2(e) 1.7 and the Plans of Merger and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Newco Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock 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 Newco Common Stock.

Distributions with Respect to Unsurrendered Certificates. No 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 the Parent Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions declared in respect of all shares issuable pursuant to this Agreement. Subject to Section 4.5, no dividends or made other distributions in respect of shares of Parent Common Stock shall be paid to any holder with respect to any unsurrendered Certificate until the Certificate (or satisfaction of the conditions provided in Section 4.7 in lieu of a Certificate) is surrendered for exchange in accordance with this ARTICLE IV. Subject to applicable Law, following such surrender, dividends or distributions with respect to the Parent Common Stock issued in exchange for Eligible Shares in accordance with this ARTICLE IV shall be paid to the holders of record of such Eligible Shares, without interest, (a) promptly after the time of such surrender for any dividends or other distributions with a record date after the Effective Time but a payment date prior to surrender and (b) at the appropriate payment date for any dividends or other distributions payable with respect to shares of Parent Common Stock with a record date after the Effective Time shall be paid and prior to the holder of any unsurrendered Certificate 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 holder pursuant to Section 2.2(e) until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect, if any, of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e), 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 2.2(e) and the amount of dividends or other distributions on Parent Common Stock but with a record date after the Effective Time theretofore 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 on Parent Common Stock 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 Stocksurrender.

Distributions with Respect to Unsurrendered Certificates. From and after the Effective Time and until surrendered in accordance with the provisions of this Article II, each Certificate (other than Certificates for Shares to be cancelled pursuant to Section 2.1(b)) shall represent for all purposes solely the right to receive in accordance with the terms hereof, the Merger Consideration. No dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate representing Shares of Company Common Stock with respect to the shares of Parent Common Stock represented thereby, that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.2(e) 2.7 until the such holder of record of such Certificate shall surrender such CertificateCertificate in accordance with Section 2.4. Subject to the effect, if any, effect of applicable lawsLaws (as defined in Section 3.9), following surrender of any such Certificate, there shall be paid to the record such holder of the certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (i) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 2.7 and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock 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 Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions 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 Certificate with respect to the shares of Parent Common Stock represented therebythe holder thereof is entitled to receive upon surrender thereof, no cash payment and no cash payment in lieu of any fractional shares shall be paid to any such holder pursuant to Section 2.2(e) 3.2(e), until the holder of record of such Certificate shall surrender such Certificate. Subject to the effecteffect of escheat, if any, of tax or other applicable lawsLaws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (i) at the time of such surrenderpromptly, the amount of any cash payable in lieu of a with respect to fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e3.2(e) and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time and theretofore 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 on Parent Common Stock distributions, with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender occurring after surrender, payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions 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 Old Certificate with respect to the shares of Parent Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares or Cash Consideration shall be paid to any such holder pursuant to Section 2.2(e2.2(d) or the Plan of Merger until the holder of record of such Old Certificate shall surrender such Old Certificate. Subject to the effect, if any, effect of applicable laws, following surrender of any such Old Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, 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 2.2(e2.2(d) and the Plan of Merger and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore 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 on Parent Common Stock 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.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions 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 Parent Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e) 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 the Exchange Agent and shall be 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 effect, if any, effect of applicable escheat and unclaimed property laws, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e)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 2.2(e2.02(e) and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore previously paid or payable with respect to such the whole shares of Parent Common StockStock 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 on Parent Common Stock 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 Parent Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Parent 3Dfx 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 Parent 3Dfx Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e2.1(f) until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect, if any, of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent 3Dfx Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent 3Dfx Common Stock to which such holder is entitled pursuant to Section 2.2(e2.1(f) and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent 3Dfx Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock 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 3Dfx Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Parent TriZetto 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 Parent TriZetto Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e) 1.4 until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect, if any, 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 Parent TriZetto Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent TriZetto Common Stock to which such holder is entitled pursuant to Section 2.2(e) 1.4 and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent TriZetto Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock 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 TriZetto Common Stock.

Distributions with Respect to Unsurrendered Certificates. No -------------------------------------------------------- dividends or other distributions declared or made after the Effective Time with respect to shares of 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 Parent Common Stock represented therebythat such holder would be entitled to receive upon surrender of such Certificate, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.2(e) 2.7 until the such holder of record of such Certificate shall surrender such CertificateCertificate in accordance with Section 2.4. Subject to the effect, if any, effect of applicable lawsLaws, following surrender of any such Certificate, there shall be paid to the record such holder of the certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 2.7 and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time but prior to such surrender and a payment date subsequent to surrender such surrender, payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions 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 Certificate with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of fractional shares or other Per Share Merger Consideration shall be paid to any such holder pursuant to Section 2.2(e2.2(d) until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect, if any, of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e2.2(d), 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 2.2(e2.2(d) and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore 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 on Parent Common Stock 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.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions 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 Certificate 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 holder pursuant to Section 2.2(e3.2(e) until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect, if any, of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e3.2(e), 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 2.2(e3.2(e) and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore 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 on Parent Common Stock 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.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time Date with respect to Parent Common Stock with a record date after the Effective Time Date shall be paid to the holder of any unsurrendered Old Certificate with respect to the shares of Parent Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e2.2(d) or the Plan of Merger until the holder of record of such Old Certificate shall surrender such Old Certificate. Subject to the effect, if any, effect of applicable laws, following surrender of any such Old Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, 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 2.2(e) and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time Date theretofore 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 on Parent Common Stock 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.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Parent shares of IOI 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 Parent IOI Common Stock represented thereby, that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of IOI Common Stock shall be paid to any such holder pursuant to Section 2.2(e) 2.7 until the such holder of record of such Certificate shall surrender such CertificateCertificate in accordance with Section 2.4. Subject to the effect, if any, effect of applicable lawsLaws, following surrender of any such Certificate, there shall be paid to the record such holder of the certificates representing whole shares of Parent IOI Common Stock issued issuable in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent IOI Common Stock to which such holder is entitled pursuant to Section 2.2(e) 2.7 and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent IOI Common Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock 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 IOI Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Parent shares of NPI 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 Parent NPI Common Stock represented thereby, that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of NPI Common Stock shall be paid to any such holder pursuant to Section 2.2(e) 2.7 until the such holder of record of such Certificate shall surrender such CertificateCertificate in accordance with Section 2.4. Subject to the effect, if any, effect of applicable lawsLaws (as hereinafter defined), following surrender of any such Certificate, there shall be paid to the record such holder of the certificates representing whole shares of Parent NPI Common Stock issued issuable in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent NPI Common Stock to which such holder is entitled pursuant to Section 2.2(e) 2.7 and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent NPI Common Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock 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 NPI Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions 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 Certificate 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 holder pursuant to Section 2.2(e3.2(e) until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect, if any, of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's ’s transferee pursuant to Section 2.2(e3.2(e), 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 2.2(e3.2(e) and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore 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 on Parent Common Stock 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.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to shares of 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 Parent Common Stock represented therebythat such holder would be entitled to receive upon surrender of such Certificate, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.2(e) 2.8, until the such holder of record of such Certificate shall surrender such CertificateCertificate in accordance with Section 2.5. Subject to the effect, if any, effect of applicable lawsLaws, following surrender of any such Certificate, there shall be paid to the record such holder of the certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 2.8 and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time but prior to such surrender and a payment date subsequent to surrender such surrender, payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions 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 Certificate 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 holder pursuant to Section 2.2(e) 3.2(e), until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect, if any, of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's ’s transferee pursuant to Section 2.2(e3.2(e), 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 2.2(e3.2(e) and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore 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 on Parent Common Stock 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.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Parent Seagate 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 Parent Seagate Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e) or the Merger Agreement until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect, if any, of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Seagate Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Seagate Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the Merger Agreement and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Seagate Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock 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 Seagate Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to shares of 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 Parent Common Stock represented thereby, that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder 4 12 pursuant to Section 2.2(e) 2.7 until the such holder of record of such Certificate shall surrender such CertificateCertificate in accordance with Section 2.4. Subject to the effect, if any, effect of applicable lawsLaws, following surrender of any such Certificate, there shall be paid to the record such holder of the certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 2.7 and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock 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 Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Parent 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 Parent Acquiror Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e) 1.2, until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect, if any, 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 Parent Acquiror Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Acquiror Common Stock to which such holder is entitled pursuant to Section 2.2(e) 1.2 and the Certificate of Merger and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Acquiror Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock 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 Acquiror Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Preferred Stock with a record date after the Effective Time shall may be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Preferred Stock represented thereby, that such Holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Parent Preferred Stock shall be paid to any such holder Holder pursuant to Section 2.2(e) 2.7 until the holder of record of Holder has surrendered such Certificate shall surrender such Certificatein accordance with Section 2.4. Subject to the effect, if any, effect of applicable laws, following surrender of any such Certificate, there shall will be paid to the record holder such Holder of the certificates representing whole shares of Parent Common Preferred Stock issued issuable in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Preferred Stock to which such holder Holder is entitled pursuant to Section 2.2(e) 2.7 and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Preferred Stock, if any, and (iib) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock 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 Common Preferred Stock, if any.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time Date with respect to Parent Common Stock Shares with a record date after the Effective Time Date shall be paid to the holder of any unsurrendered Certificate with respect certificate which immediately prior to the shares of Effective Date represented outstanding Company Common Shares that were exchanged for Parent Common Stock represented therebyShares pursuant to the procedures set out in Article 2, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e) 4.05 hereof, unless and until the holder of record of such Certificate certificate shall surrender such Certificatecertificate in accordance with Section 4.01 hereof. Subject to applicable law, at the effect, if any, time of applicable laws, following such surrender of any such Certificatecertificate (or, in the case of clause (iii) below, at the appropriate payment date), there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e)Shares, without interest, interest (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock Share to which such holder is entitled pursuant to Section 2.2(e4.05 hereof, (ii) and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time Date theretofore paid with respect to such whole shares of Parent Common StockShares, and (iiiii) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock 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 StockShares.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions 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 Certificate with respect to the shares of Parent Common Stock represented therebythe holder thereof is entitled to receive upon surrender thereof, and no cash payment in lieu of any fractional shares shall be paid to any such holder pursuant to Section 2.2(e) 3.2(e), until the holder of record of such Certificate shall surrender such Certificate. Subject to the effecteffect of escheat, if any, of tax or other applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e)therefor, without interest, (i) at the time of such surrenderpromptly, the amount of any cash payable in lieu of a with respect to fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e3.2(e) and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time and theretofore 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 on Parent Common Stock distributions, with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender occurring after surrender, payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unsurrendered Certificates. (a) No cash dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock with a record date after the Merger I Effective Time shall be paid to the holder in respect of any unsurrendered Certificate 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 holder pursuant to Section 2.2(e) until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect, if any, of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued constituting Closing Parent Shares that a holder of such Certificate would be entitled to receive upon surrender and/or delivery of the Exchange Deliverables in accordance with Section 2.03(c) until the holder thereof shall surrender such Certificate and deliver all other Exchange Deliverables in accordance with Section 2.03(c). Thereafter, such holder of shares of Parent Common Stock constituting Closing Parent Shares issuable in exchange therefor or such holder's transferee pursuant shall be entitled to Section 2.2(e)receive, without interest, (i) at after 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 2.2(e) and the amount of dividends or other distributions on made to holders of shares of Parent Common Stock with a record date after the Merger I Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount . For purposes of dividends or other distributions on in respect of shares of Parent Common Stock with a record date after constituting Closing Parent Shares, all whole shares of Parent Common Stock to be issued pursuant to Merger I shall be entitled to cash dividends or other distributions pursuant to the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to immediately preceding sentence as if such whole shares of Parent Common StockStock constituting Closing Parent Shares were issued and outstanding as of the Merger I Effective Time.