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

Distributions with Respect to Undistributed Shares. No dividends or other distributions payable with respect to ADSs or the underlying shares of Miami Common Stock with a record date after the Effective Time shall be paid to the former holders of Seattle Common Stock with respect to any ADSs that are not able to be distributed by the Agent promptly after the Effective Time, whether due to a legal impediment to such distribution or otherwise. Subject to the effect of abandoned property, escheat or similar Laws, following the distribution of any such previously undistributed ADSs, there shall be paid to the record holder of such ADSs, without interest, (i) at the time of the distribution, to the extent not previously paid, the amount of cash payable in lieu of fractional ADSs to which such holder is entitled pursuant to Section 3.3 and the amount of dividends or other distributions with a record date after the Effective Time and a payment date prior to the distribution of such ADSs payable with respect to such whole ADSs or the underlying shares of Miami Common Stock, and (ii) at the appropriate payment date therefor, the amount of dividends or other distributions with a record date after the Effective Time but prior to the distribution of such ADSs and with a payment date subsequent to the distribution of such ADSs payable with respect to such whole ADSs or the underlying shares of Miami Common Stock. Miami shall deposit in the Distribution Fund all such dividends and distributions.

Distributions with Respect to Undistributed Shares. No dividends or other distributions payable with respect to ADSs or the underlying shares of Miami Common Stock with a record date after the Effective Time shall be paid to the former holders of Seattle Common Stock with respect to any ADSs that are not able to be distributed by the Agent promptly after the Effective Time, whether due to a legal impediment to such distribution or otherwise. Subject to the effect of abandoned property, escheat or similar Laws, following the distribution of any such previously undistributed ADSs, there shall be paid to the record holder of such ADSs, without interest, (i) at the time of the distribution, to the extent not previously paid, the amount of cash payable in lieu of fractional ADSs to which such holder is entitled pursuant to Section 3.3 and the amount of dividends or other distributions with a record date after the Effective Time and a payment date prior to the distribution of such ADSs payable with respect to such whole ADSs or the underlying shares of Miami Common Stock, and (ii) at the appropriate payment date therefor, the amount of dividends or other distributions with a record date after the Effective Time but prior to the distribution of such ADSs and with a payment date subsequent to the distribution of such ADSs payable with respect to such whole ADSs or the underlying shares of Miami Common Stock. Miami shall deposit in the Distribution Fund all such dividends and distributions.. Table of Contents