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

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent 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 Lucent 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 Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent 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 Lucent 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 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case 2.2(e) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following Following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate representing whole shares of Lucent Parent Common Stock issued in exchange 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 with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Lucent 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 Lucent 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(e2.2(d), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any such cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent Company Common Stock represented thereby, issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Company Common Stock shall be paid by Lucent the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Company Common Stock issued in exchange therefor, without interest, (i) at the time of as soon as practicable after such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Company Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Lucent Company Common Stock to which such holder is entitled pursuant to Section 2.02(e2.04(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 Lucent Company Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent retained Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate certificate for shares of Company Common Stock with respect to the shares of Lucent retained Company Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case 2.5(e) until the surrender of such Certificate certificate in accordance with this Article II2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent retained Company Common Stock issued in exchange thereforconnection therewith, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of retained Company Common Stock to which such holder is entitled pursuant to Section 2.5(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent retained Company Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and (ii) at the appropriate payment date, the proportionate 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 Lucent retained Company Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent TopCo Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the any shares of Lucent TopCo 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(e3.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate or Book-Entry Share in accordance with this Article IIIII. Subject to the effect of applicable escheat or similar lawsApplicable Laws, following surrender of any such Certificate or Book-Entry Share, there shall be paid to the holder of the certificate representing whole shares of Lucent TopCo Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of TopCo Common Stock to which such holder is entitled pursuant to Section 3.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent TopCo Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent TopCo Common Stock.

Distributions with Respect to Unexchanged Shares. No All Parent ADSs to be issued pursuant to the Merger (and all Parent Ordinary Shares represented thereby) shall be deemed issued and outstanding as of the Effective Time; provided that no dividends or other distributions with respect to Lucent Common Stock Parent ADSs or Parent Ordinary Shares represented thereby with a record date after the Effective Time shall be paid to the former holder of any unsurrendered Certificate with respect to the shares of Lucent Company Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any until such holder pursuant to Section 2.02(e), and all shall surrender such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange therefor, without interest, Law: (i) at the time of the surrender of any such surrendershares of Company Common Stock for exchange in accordance with the provisions of this Section 2.2, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions with declared by the Parent Board (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) not theretofore paid with respect to such the number of whole shares or fractional Parent ADSs (in the case of Lucent Common Stockfractional Parent ADSs, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which accordance with Section 2.2(e)) that such holder is entitled pursuant to Section 2.02(e) receive and (ii) at the appropriate payment datedate and without duplicating any payment made under clause (i) above, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to such surrender and with a payment date subsequent to such surrender surrender) payable with respect to the number of whole or fractional Parent ADSs (in the case of fractional Parent ADSs, in accordance with Section 2.2(e)) that such whole shares of Lucent Common Stockholder receives.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date hereof with respect to Lucent Parent Common Stock with a record date after the Effective Time shall of the First Merger and no payment in lieu of fractional shares pursuant to Section 1.6(e) will be paid to the holder holders of any unsurrendered Certificate Certificates or Book Entry Shares with respect to the shares of Lucent Company Common Stock formerly represented therebythereby until the holders of record of such Certificates shall surrender such Certificates or Book Entry Shares in accordance with this Section 1.7. Subject to applicable Legal Requirements, and no cash following surrender of any such Certificates or Book Entry Shares, the Exchange Agent shall deliver to the record holders thereof, without interest (i) promptly after such surrender, the number of whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 1.6(e) and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender amount of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time of the First Merger and theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Parent 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 of the First Merger and with a payment date subsequent to such surrender payable with respect to such whole shares of Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or paid after the Effective Time with respect to Lucent Common Stock Buyer Shares 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 Lucent Common Stock Buyer Shares represented thereby, 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 Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case ) until the surrender holder of record of such Company Certificate in accordance with this Article IIshall surrender such Company Certificate. Subject to the effect of unclaimed property, escheat and other applicable escheat or similar laws, following surrender of any such Certificate Company Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares Buyer Shares issued in exchange therefor (or the person who would be the record holder of Lucent Common Stock the certificates representing fractional Buyer Shares if fractional Buyer Shares were issued in exchange therefor), without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Buyer 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 Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) Buyer Shares 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 Lucent Common StockBuyer Shares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Acquiror Common Stock Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent Acquiror Common Stock Shares represented thereby, and no cash payment in lieu of fractional shares Acquiror Common Shares shall be paid to any such holder pursuant to Section 2.02(e2.2(f), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Acquiror Common Stock Shares shall be paid by Lucent Acquiror to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate Acquiror Certificate representing whole shares of Lucent Acquiror Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date -3- 8 after the Effective Time theretofore paid with respect to such whole shares of Lucent Acquiror Common Stock, Shares and the amount of any cash payable in lieu of a fractional share of Lucent Acquiror Common Stock Share to which such holder is entitled pursuant to Section 2.02(e2.2(f) 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 Lucent Acquiror Common StockShares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Purchaser Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of Lucent Purchaser Common Stock represented thereby, and no cash payment in lieu that the holder of fractional shares shall be paid such unsurrendered Certificate or Book-Entry Share has the right to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until receive upon the surrender of such unsurrendered Certificate or Book-Entry Share until the holder of such Certificate or Book-Entry Share shall have surrendered such Certificate or Book-Entry Share in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsother applicable Law, following the surrender of any such Certificate or Book-Entry Share, there shall be paid to the record holder of the certificate representing whole shares of Lucent Purchaser Common Stock issued in exchange therefor, without interest, with respect to such shares of Purchaser Common Stock (ia) at the time of such surrender, the amount of dividends or other distributions with a record date and a payment date on or after the Effective Time theretofore paid with respect and on or prior to the date of such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) surrender and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date on or 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 Lucent Purchaser Common Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger (which shall exclude shares issued pursuant to the Bankruptcy Court Order) shall be deemed issued and outstanding as of the Effective Time. No dividends or other distributions with declared or made in respect to Lucent of the 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 Lucent 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 Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the holder of such Certificate shall surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsLaw, following surrender of any such Certificate Certificate, there shall be paid to the such holder of the certificate representing whole shares of Lucent Parent Common Stock issued issuable in exchange therefor, without interest, (ia) at promptly after the time of surrender the number of whole shares of Parent Common Stock issuable in exchange therefor pursuant to this Article II, together with the cash consideration payable pursuant to Section 1.8, cash in lieu of a fractional share of Parent Common Stock to which such surrender, holder is entitled pursuant to Section 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and (iib) at the appropriate payment date, date the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent HoldCo Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the any shares of Lucent HoldCo 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(e3.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate or Book-Entry Share in accordance with this Article IIIII. Subject to the effect of applicable escheat or similar lawsApplicable Laws, following surrender of any such Certificate or Book-Entry Share, there shall be paid to the holder of the certificate representing whole shares of Lucent HoldCo Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of HoldCo Common Stock to which such holder is entitled pursuant to Section 3.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent HoldCo Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent HoldCo Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent ITC Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate unexchanged TransCo Common Units with respect to the shares of Lucent ITC Common Stock represented therebyissuable upon exchange thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e)1.13, and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Funduntil, in each case until case, the surrender exchange of such Certificate TransCo Common Units in accordance with this Article II. I. Subject to the effect of applicable escheat or similar lawsLaw, following surrender the exchange of any such Certificate TransCo Common Units, there shall be paid to the holder of the certificate representing whole shares of Lucent ITC Common Stock issued in exchange therefor, without interest, (ia) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of ITC Common Stock to which such holder is entitled pursuant to Section 1.13 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent ITC Common Stock to which such holder is entitled pursuant to Section 2.02(e) and (iib) 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 exchange payable with respect to such whole shares of Lucent ITC Common Stock. In no event shall the Exchange Agent have the right to vote any shares of ITC Common Stock held by the Exchange Agent.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Lucent Parent Common Stock with a record date after the Effective Time shall will be paid to the holder holders of any unsurrendered Certificate Certificates with respect to the shares of Lucent Parent Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder issuable pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case Merger until the surrender holders of record of such Certificate in accordance with this Article IICertificates shall surrender such Certificates. Subject to the effect of applicable escheat or similar lawsApplicable Law, following surrender of any such Certificate there Certificates, the Exchange Agent shall be paid deliver to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforrecord holders thereof, without interest, (i) at the time of promptly after such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such the whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) issued in respect thereof, 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 occurring after surrender, payable with respect to such whole shares of Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered ASARCO Certificate with respect to the shares of Lucent 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(e3.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Parent Common Stock shall be paid by Lucent Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such ASARCO Certificate in accordance with this Article IIIII. Subject to the effect of applicable escheat or similar lawsLaws, following surrender of any such ASARCO Certificate there shall be paid to the holder of the certificate Parent Certificate representing whole shares of Lucent Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) 3.2(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 Lucent Parent Common Stock. Parent shall make available to the Exchange Agent cash for these purposes.

Distributions with Respect to Unexchanged Shares. No All Parent ADSs to be issued pursuant to the Merger (and all Parent Ordinary Shares represented thereby) shall be deemed issued and outstanding as of the Effective Time; provided that no dividends or other distributions with respect to Lucent Common Stock Parent ADSs (or Parent Ordinary Shares represented thereby) with a record date after the Effective Time shall be paid to the former holder of any unsurrendered Certificate with respect to the shares of Lucent Company Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any until such holder pursuant to Section 2.02(e), and all shall surrender such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange therefor, without interest, Law: (i) at the time of the surrender of any such surrendershares of Company Common Stock for exchange in accordance with the provisions of this Section 2.2, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions with declared by the Parent Board (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) not theretofore paid with respect to such the number of whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which Parent ADSs that such holder is entitled pursuant to Section 2.02(e) receive; and (ii) at the appropriate payment datedate and without duplicating any payment made under clause (i) above, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to such surrender and with a payment date subsequent to such surrender surrender) payable with respect to the number of whole Parent ADSs that such whole shares of Lucent Common Stockholder receives.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Lucent Nara Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate Center Financial Common Stock with respect to the shares of Lucent Nara Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder of unsurrendered Center Financial Common Stock pursuant to Section 2.02(e2.2(e), and all until the holder of such dividends, other distributions and cash in lieu of fractional shares of Lucent Center Financial Common Stock shall be paid by Lucent to have complied with the Exchange Agent and shall be included exchange procedures set forth in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 2.2(b). Subject to the effect of applicable escheat or similar lawsApplicable Legal Requirements, following the surrender of any such Certificate Center Financial Common Stock, there shall be paid to the holder of the certificate representing whole shares of Lucent Nara Common Stock issued in exchange therefor, without interest, (i) at the time of such surrendersurrender the amount of any cash payable with respect to a fractional share of Nara Common Stock to which such holder is entitled pursuant to Section 2.2(e), if applicable, and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Lucent Nara Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent Nara Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Parent Common Stock with a record date on or after the Effective Time shall will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Lucent Parent Common Stock represented thereby, and and, in the case of Company Certificates representing Company Common Stock, no cash payment in lieu of fractional shares shall will be paid to any such holder pursuant to Section 2.02(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Parent Common Stock shall will be paid by Lucent Parent to the Exchange Agent and shall will be included in the Exchange Fund, in each case until the surrender of such Company Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Company Certificate, there shall will be paid to the holder of the certificate representing whole shares of Lucent Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock and, in the case of Company Certificates representing Company Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or 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 Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent JPFI 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 Lucent JPFI Common Stock represented thereby, and and, in the case of Certificates representing RSI Common Stock, no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent JPFI Common Stock shall be paid by Lucent JPFI to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent JPFI Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent JPFI Common Stock and, in the case of Certificates representing RSI Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent JPFI Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(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 Lucent JPFI Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Battery Certificate or Uncertificated Share which is not transferred, with respect to the shares of Lucent 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(e2.1(d), and all until such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Battery Certificate or Uncertificated Share has been surrendered or transferred in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsLaw, following surrender of any such Battery Certificate or transfer of any Uncertificated Share, there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) at promptly after such surrender or transfer, as applicable, the time Battery Merger Consideration pursuant to Section 2.1(a), together with any cash payable in lieu of a fractional share of Parent Common Stock to which such surrender, holder is entitled pursuant to Section 2.1(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Parent 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 Lucent Parent Common Stock, less the amount of any withholding Taxes that may be required thereon.

Distributions with Respect to Unexchanged Shares. Whenever a dividend or other distribution is declared by TEAM in respect of the TEAM 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 TEAM Common Stock to be issued pursuant to this Agreement. No dividends or other distributions with respect to Lucent Common Stock declared or made after the date of this Agreement with a record date at or after the Effective Time shall with respect to TEAM Common Stock will be paid to the holder holders of any unsurrendered Certificate Certificates with respect to the shares of Lucent TEAM 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 Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case thereby until the surrender holders of record of such Certificate in accordance with this Article IICertificates shall surrender such Certificates. Subject to the effect of applicable escheat or similar lawslaw, following surrender of any such Certificate there Certificates, the Exchange Agent or TEAM shall be paid deliver to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforrecord holders thereof, without interest, (i) at the time of promptly after such surrender, the amount of any cash payable with respect to a fractional share of TEAM Common Stock to which such holder is entitled pursuant to Section l.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Lucent TEAM Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 occurring after surrender, payable with respect to such whole shares of Lucent TEAM Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time of the Merger with respect to Lucent the shares of EVI Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent EVI Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case 1.7(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate Certificates representing whole the shares of Lucent EVI Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of EVI Common Stock to which such holder is entitled pursuant to Section 1.7(d) and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Lucent EVI Common Stock, and as the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) case may be, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Lucent EVI Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent AIC 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 Lucent AIC Common Stock represented therebyissuable hereunder in respect thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.3(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent AIC Common Stock shall be paid by Lucent AIC to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II, subject to Section 2.3(f). Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate Certificate representing whole shares of Lucent AIC Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent AIC Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Lucent AIC Common Stock to which such holder is entitled pursuant to Section 2.02(e2.3(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of AIC Common Stock 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 Lucent Common Stockdate.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent 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 Lucent Parent Common Stock represented therebyissuable hereunder in respect thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Parent Common Stock shall be paid by Lucent Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II, subject to Section 2.2(f). Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(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 Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent CDT 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 Lucent CDT 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(e2.1(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate has been surrendered in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsApplicable Law (as defined in Section 3.7(a)), following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) at the time of promptly after such surrender, the number of whole shares of CDT Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of CDT Common Stock to which such holder is entitled pursuant to Section 2.1(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent CDT Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent CDT Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Lucent shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate share of Company Common Stock with respect to the shares of Lucent Parent Common Stock represented therebyissuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.01(d), and all until such dividends, other distributions and cash in lieu of fractional shares of Lucent Company Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate has been surrendered in accordance with this Article II. Subject to the effect of escheat, Tax or other applicable escheat or similar lawsLaw, following surrender of any such Certificate Company Common Stock, there shall be paid to the holder of the certificate representing whole shares of Lucent Parent Common Stock issued in exchange 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 2.01(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Parent 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 Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent CUC 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 Lucent CUC Common Stock represented thereby, and and, in the case of Certificates representing HFS Common Stock, no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent CUC Common Stock shall be paid by Lucent CUC to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent CUC Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent CUC Common Stock and, in the case of Certificates representing HFS Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent CUC Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(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 Lucent CUC Common Stock.

Distributions with Respect to Unexchanged Shares. All shares of Series C 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 Series C Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Series C Common Stock issuable in the Merger. No dividends or other distributions with in respect to Lucent of the Series C Common Stock with a record date after issued pursuant to the Effective Time Merger shall be paid to the any holder of any unsurrendered Certificate with respect to the shares until such Certificate (or affidavit of Lucent Common Stock represented thereby, and no cash payment loss in lieu of fractional shares shall be paid to any such holder pursuant to thereof as provided in Section 2.02(e4.2(g), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate ) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable escheat or similar lawsLaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(g)), there shall be issued and/or paid to the holder of the certificate representing whole shares of Lucent Series C Common Stock issued in exchange therefor, without interestinterest thereon, (iA) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Series C Common Stock to which such holder is entitled pursuant to Section 2.02(e) and not paid and (iiB) 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 Lucent Series C Common StockStock with a record date after the Effective Time, but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent 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 Lucent 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(e3.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Parent Common Stock shall be paid by Lucent Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IIIII. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e3.2(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 Lucent Parent Common Stock. Parent shall make available to the Exchange Agent cash for these purposes.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Common Stock Non-Cash Election Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent Common Stock represented thereby, Non-Cash Election Shares to be received in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.6(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate New Certificate or New Certificates representing whole shares of Lucent Common Stock Non-Cash Election Shares issued in exchange thereforconnection therewith, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional Non-Cash Election Share to which such holder is entitled pursuant to Section 2.6(e) and the proportionate amount of any dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common StockNon-Cash Election Shares, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and (ii) at the appropriate payment date, the proportionate amount of any 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 Lucent Common StockNon-Cash Election Shares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Parent Common Stock with a record date at or after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent Parent Common Stock represented therebyissuable hereunder in respect thereof, and and, no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Parent Common Stock shall be paid by Lucent Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II, subject to Section 2.2(f). Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date at or after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date at or 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 Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent 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 Lucent 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(e2.3(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Parent Common Stock shall be paid by Lucent Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate Parent Certificate representing whole shares of Lucent Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.3(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 Lucent Parent Common Stock. Parent shall make available to the Exchange Agent cash for these purposes.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Lucent 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 Lucent 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(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender holder of such Company Certificate in accordance with this Article IIshall surrender it. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Company Certificate, there shall be paid to the holder of the certificate Parent Certificate representing whole shares of Lucent Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrendersurrender or promptly thereafter as is practicable, the amount of any cash payable with respect to 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 with a record date after the Effective Time theretofore paid with respect to such whole number of shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Parent 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 number of shares of Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent PSC Common Stock Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect Certificate, that immediately prior to the shares of Lucent Effective Time represented Consumers Common Stock represented therebyShares or Consumers Preferred Shares, respectively, which has not been converted pursuant to Section 1.9, and no cash payment in lieu other part of fractional shares the Merger Consideration shall be paid to any such holder pursuant to Section 2.02(e)holder, and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender for exchange of such Certificate in accordance with this Article II1. Subject to the effect of applicable escheat or similar laws, following Following surrender for exchange of any such Certificate Certificate, there shall be paid paid, without interest, to the holder of the certificate representing certificates evidencing whole shares of Lucent PSC Common Stock Shares, issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid (a) with respect to the number of whole PSC Common Shares into which Consumers Common Shares represented by such whole shares of Lucent Common Stock, and Certificate immediately prior to the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled Effective Time were converted pursuant to Section 2.02(e1.9, and (b) with respect to the number of whole PSC Common Shares into which Consumers Preferred Shares represented by such Certificate immediately prior to the Effective Time were converted pursuant to Section 1.9, at the time of such surrender, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Time, but prior to such surrender surrender, and with a payment date subsequent to such surrender surrender, payable with respect to such whole shares of Lucent PSC Common StockShares at the appropriate payment date.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Marriott Common Stock with a record date after the Initial Holdco Merger Effective Time shall be paid to the holder of any unsurrendered Certificate or uncancelled Book-Entry Share with respect to the any shares of Lucent Marriott 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(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender or cancellation of such Certificate or Book-Entry Share in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsApplicable Laws, following surrender or cancellation of any such Certificate or Book-Entry Share, there shall be paid to the holder of the certificate representing whole shares of Lucent Marriott Common Stock issued in exchange therefor, without interest, (i) at the time of such surrendersurrender or cancellation, the amount of any cash payable in lieu of a fractional share of Marriott Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Initial Holdco Merger Effective Time theretofore paid with respect to such whole shares of Lucent Marriott Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Initial Holdco Merger Effective Time but prior to such surrender or cancellation and with a payment date subsequent to such surrender or cancellation payable with respect to such whole shares of Lucent Marriott Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent shares of F▇▇▇▇▇ 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 Lucent F▇▇▇▇▇ 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)2.1(e) hereof, and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate has been surrendered in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsApplicable Laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) at the time of promptly after such surrender, the number of whole shares of F▇▇▇▇▇ Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of F▇▇▇▇▇ Common Stock to which such holder is entitled pursuant to Section 2.1(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent F▇▇▇▇▇ 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 Lucent F▇▇▇▇▇ Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Lucent Common Stock DRI Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered undelivered Certificate or unconverted Book Entry Shares with respect to the shares of Lucent Common Stock DRI Shares represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.2(d), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender holder of record of such Certificate or unconverted Book Entry Shares (or a transferee as described in accordance with this Article IISection 2.2(b)) shall have delivered such Certificate or effected the conversion of such Book Entry Shares as contemplated in Section 2.2(b). Subject to the effect of unclaimed property, escheat and other applicable escheat or similar laws, following surrender delivery of any such Certificate or conversion of any such Book Entry Shares, there shall be paid to the record holder (or transferee) of the certificate representing whole shares of Lucent Common Stock DRI Shares issued in exchange or conversion therefor, without interest, (i) at the time of such surrenderdelivery, the amount of any cash payable in lieu of a fractional share of DRI Common Stock to which such holder (or transferee) is entitled pursuant to Section 2.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) DRI Shares 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 delivery or conversion and with a payment date subsequent to such surrender delivery or conversion payable with respect to such whole shares of Lucent Common StockDRI Shares, as the case may be.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent SplitCo Common Stock with a record date after the Merger Effective Time shall be paid to the holder of any unsurrendered Certificate or non-exchanged Book-Entry Share with respect to the shares of Lucent SplitCo Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid that the holder thereof has the right to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to receive upon the Exchange Agent and shall be included in the Exchange Fund, in each case surrender thereof until the surrender holder of such Certificate or Book-Entry Share shall surrender such Certificate or exchange such Book-Entry Share in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following Following surrender of any such Certificate or exchange of any Book-Entry Share in accordance with this Article II, there shall be paid to the record holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforthereof, without interest, (i) at promptly following the time of such surrender, surrender or exchange the amount of dividends or other distributions distributions, payable with respect to that number of whole shares of SplitCo Common Stock issuable in exchange for such Certificate or Book-Entry Share pursuant to this Article II, with a record date after the Merger Effective Time theretofore and paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent SplitCo Common Stock prior to which such holder is entitled pursuant to Section 2.02(e) surrender, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Merger Effective Time but prior to such surrender or exchange and with a payment date subsequent to such surrender or exchange payable with respect to such whole shares of Lucent SplitCo Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent RECO Common Stock or OPCO Common Stock with a record date after the Effective Time shall and no cash payment in lieu of fractional shares will be paid pursuant to Section 2.02(e) to the holder of any unsurrendered Certificate with respect to the shares of Lucent Common Stock Paired Shares 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 Lucent Common Stock shall Paired Shares will be paid by Lucent RECO or OPCO to the Exchange Agent promptly after the Effective Time and shall will be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to Section 2.02(f) and 2.02(g) hereof and to the effect of applicable escheat or similar lawsLaws, following surrender of any such Certificate in accordance herewith there shall will be paid to the holder of the certificate certificates representing whole shares of Lucent Common Stock Paired Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time and which have been theretofore paid by RECO or OPCO with respect to such whole shares of Lucent Common Stock, Paired Shares and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock Paired Shares 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 Lucent Common StockPaired Shares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent retained Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate certificate for shares of Company Common Stock with respect to the shares of Lucent retained Company Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case 2.7(f) until the surrender of such Certificate certificate in accordance with this Article II2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent retained Company Common Stock issued in exchange thereforconnection therewith, without interest, (i) at the time of such surrendersurrender or as promptly after the sale of the Excess Shares (as defined in Section 2.7(f)) as practicable, the amount of any cash payable in lieu of a fractional share of retained Company Common Stock to which such holder is entitled pursuant to Section 2.7(f) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent retained Company Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and (ii) at the appropriate payment date, the proportionate 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 Lucent retained Company Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent ADC 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 Lucent ADC 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(e2.1(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate has been surrendered in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsApplicable Law (as defined in Section 3.7(a)), following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) at the time of promptly after such surrender, the number of whole shares of ADC Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of ADC Common Stock to which such holder is entitled pursuant to Section 2.1(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent ADC Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent ADC Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Crompton 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 Lucent Crompton Common Stock represented therebythat the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of any fractional shares of Crompton Common Stock shall be paid to any such holder pursuant to Section 2.02(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the holder of such Certificate shall surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following Following surrender of any such Certificate in accordance with this Article II, there shall be paid to the record holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforthereof, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after any net cash proceeds from the Effective Time theretofore paid with respect to such whole shares sale of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock Excess Shares to which such holder is entitled pursuant to Section 2.02(e2.2(e) and the amount of dividends or other distributions, payable with respect to that number of whole shares of Crompton Common Stock issuable in exchange for such Certificate pursuant to this Article II, with a record date after the Effective Time and paid with respect to Crompton Common Stock prior to such surrender, 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 Lucent Crompton Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent 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 Lucent Parent Common Stock represented therebythat the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of fractional shares of Parent Common Stock 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 Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the holder of such Certificate shall surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following Following surrender of any such Certificate Certificate, there shall be issued or paid to the record holder of the certificate such Certificate, Registered Parent Shares or certificates representing whole shares of Lucent Parent Common Stock issued in exchange therefor, as the case may be, and, 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 Effective Time theretofore paid with respect to such Registered Parent Shares or whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Parent 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 Registered Parent Shares or whole shares of Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent 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 Lucent 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(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Parent Common Stock shall be paid by Lucent Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(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 Lucent Parent Common Stock. Parent shall make available to the Exchange Agent cash for these purposes.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Holdings Common Stock with a record date after the Merger Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent Holdings Common Stock represented therebythat the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of any fractional shares of Holdings Common Stock shall be paid to any such holder pursuant to Section 2.02(e2.1(c), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the holder of such Certificate shall surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following Following surrender of any such Certificate in accordance with this Article II, there shall be paid to the record holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforthereof, without interest, (i) at promptly following the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a any fractional share shares of Lucent Holdings Common Stock to which such holder is entitled pursuant to Section 2.02(e2.1(c) and the amount of dividends or other distributions, payable with respect to that number of whole shares of Holdings Common Stock issuable in exchange for such Certificate pursuant to this Article II, with a record date after the Merger Effective Time and paid with respect to Holdings Common Stock prior to such surrender, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Merger Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Lucent Holdings Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent JPFI 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 Lucent JPFI Common Stock represented thereby, and and, in the case of Certificates representing RSI Com- mon Stock, no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional frac- tional shares of Lucent JPFI Common Stock shall be paid by Lucent JPFI to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat es- cheat or similar laws, following surrender of any such Certificate Certifi- cate there shall be paid to the holder of the certificate representing rep- resenting whole shares of Lucent JPFI Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent JPFI Common Stock and, in the case of Cer- tificates representing RSI Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent JPFI Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(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 pay- able with respect to such whole shares of Lucent JPFI Common Stock.

Distributions with Respect to Unexchanged Shares. No All Parent ADSs to be issued pursuant to the Merger and all Class A Ordinary Shares represented thereby shall be deemed issued and outstanding as of the Effective Time; provided that no dividends or other distributions with respect to Lucent Common Stock Parent ADSs or Class A Ordinary Shares represented thereby with a record date after the Effective Time shall be paid to the former holder of any unsurrendered Certificate with respect to the shares of Lucent Company Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any until such holder pursuant to Section 2.02(e), and all shall surrender such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange therefor, without interest, Applicable Law: (i) at the time of the surrender of any such surrendershares of Company Common Stock for exchange in accordance with the provisions of this Section 2.2, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) not theretofore paid with respect to such the number of whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which Parent ADSs that such holder is entitled pursuant to Section 2.02(e) receive; and (ii) at the appropriate payment datedate and without duplicating any payment made under clause (i) above, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to such surrender and with a payment date subsequent to such surrender surrender) payable with respect to the number of whole Parent ADSs that such whole shares of Lucent Common Stockholder receives.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Lucent 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 Lucent Acquiror Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e1.8(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender holder of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar lawsLaws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate certificates representing whole shares of Lucent Acquiror Common Stock issued in exchange therefor, without interest, (i) at promptly, the time amount of any cash payable with respect to a fractional share of Acquiror Common Stock to which such surrender, holder is entitled pursuant to Section 1.8(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Acquiror Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 distributions, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender occurring after surrender, payable with respect to such whole shares of Lucent Acquiror Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Lucent Amalgamated Company Common Stock Shares with a record date after on or following the Effective Time shall be paid to the any holder of any unsurrendered Certificate unexchanged PRE Certificate, Uncertificated PRE Common Shares, unexchanged Axis Certificate, or Uncertificated Axis Common Shares with respect to PRE Common Shares or Axis Common Shares (as the shares of Lucent Common Stock case may be) represented thereby, and no nor shall the cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.2(g), and all until such dividendsholder has exchanged such PRE Certificate, other distributions and cash in lieu of fractional shares of Lucent Uncertificated PRE Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange FundShares, in each case until the surrender of such Certificate unexchanged Axis Certificate, or Uncertificated Axis Common Shares in accordance with the instructions and procedures set forth in this Article II. Subject to Following such exchange, such former PRE Shareholder or Axis Shareholder (as the effect of applicable escheat or similar laws, following surrender of any such Certificate there case may be) shall be paid entitled to the holder of the certificate representing whole shares of Lucent Common Stock issued receive, in exchange thereforaddition to their applicable Consideration, without interest, : (i) at the time of such surrenderexchange, the amount of any dividends or other distributions with a record date after on or following the Effective Time theretofore paid payable with respect to such whole shares of Lucent Amalgamated Company Common Stock, Shares and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) not paid and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole Amalgamated Company Common Shares 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 the date of Lucent Common Stockthe exchange.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Common NTL Capital Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent NTL Common Stock represented thereby, and and, in the case of Certificates representing Partners Common Stock, no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common NTL Capital Stock shall be paid by Lucent NTL to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Common NTL Capital Stock issued in exchange consideration therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent NTL Capital Stock and, in the case of Certificates representing Partners Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common NTL Capital Stock to which such holder is entitled pursuant to Section 2.02(e2.2(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 Lucent Common NTL Capital Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent HEALTHSOUTH 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 Lucent HEALTHSOUTH Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case 2.2(e) until the surrender of such Certificate in accordance with this Article IISection 2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent HEALTHSOUTH Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of HEALTHSOUTH Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent HEALTHSOUTH Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent HEALTHSOUTH Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Common Stock Option with respect to the shares of Lucent 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(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Parent Common Stock shall be paid by Lucent Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate or Common Stock Option in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate or Common Stock Option, there shall be paid to the holder of the certificate representing whole shares of Lucent Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(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 Lucent Parent Common Stock. Parent shall make available to the Exchange Agent cash for these purposes.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Parent Common Stock Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of Lucent any Parent Common Stock Shares represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e3.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate or Book-Entry Share in accordance with this Article IIIII. Subject to the effect of applicable escheat or similar lawsApplicable Laws, following surrender of any such Certificate or Book-Entry Share, there shall be paid to the holder of the certificate representing whole shares of Lucent Parent Common Stock Shares issued in exchange 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 Shares to which such holder is entitled pursuant to Section 3.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common StockShares, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Parent Common Shares. Parent agrees to make available, directly or indirectly, to the Exchange Agent from time to time as needed prior to the first anniversary of Lucent Common Stockthe Effective Time additional cash sufficient to pay any amounts to which such holders are entitled pursuant to clause (i) of the preceding sentence of this Section 3.2(c).

Distributions with Respect to Unexchanged Shares. No Whenever a dividend or other distribution is authorized by the RMRM Board and declared by RMRM in respect of RMRM Common Shares, the record date for which is after the Merger Effective Time, that declaration shall include dividends or other distributions with in respect of all RMRM Common Shares issuable pursuant to this Agreement. With respect to Lucent Eligible Shares represented by a TRMT Certificate, no dividends or other distributions in respect of RMRM Common Stock with a record date after the Effective Time Shares shall be paid to any holder of any such Eligible Share until the TRMT Certificate (or affidavit of loss in lieu of the TRMT Certificate as provided in Section 3.6) is surrendered for exchange in accordance with this ARTICLE 3. Subject to applicable Laws, following such surrender, there shall be issued or paid to the holder of any unsurrendered Certificate with respect to record of the shares of Lucent whole RMRM Common Stock represented thereby, and no cash payment Shares issued 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 Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate exchange for Eligible Shares in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforARTICLE 3, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Merger Effective Time theretofore paid payable with respect to such whole shares of Lucent RMRM Common StockShares and not paid, and the amount of any cash payable in lieu of a fractional share of Lucent 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 payable with respect to such whole RMRM Common Shares with a record date after the Merger Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Lucent Common Stocksurrender.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent HEALTHSOUTH Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent HEALTHSOUTH Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case 2.2(e) until the surrender of such Certificate in accordance with this Article IISection 2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent HEALTHSOUTH Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of HEALTHSOUTH Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent HEALTHSOUTH Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent HEALTHSOUTH Common Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued in connection with 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 after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable pursuant to this Agreement. No dividends or other distributions with in respect to Lucent 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 Lucent 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 of any unsurrendered Eligible Share until the Company Certificate (or affidavit of loss in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included Company Certificate as provided in Section 2.7) or the Exchange Fund, in each case until the surrender of such Certificate Company Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsLaws, following surrender of any such Certificate surrender, there shall be issued or paid to the holder of record of the certificate representing whole shares of Lucent Parent Common Stock issued in exchange thereforfor Eligible Shares in accordance with this Article II, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and not paid and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock 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 Lucent Common Stocksurrender.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Lucent 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 Lucent Parent Common Stock represented thereby, to which such holder is entitled hereunder and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), Sections 1.6(b) and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case 1.9 until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid given to the record holder of the certificate certificates representing whole shares of Lucent Parent Common Stock issued in exchange thereforto which such holder is entitled hereunder, without interest, (i) at the time of such surrender, a certificate representing the amount number of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock cash, if any, pursuant to Section 1.9 to which such holder is entitled pursuant to Section 2.02(e) 1.9 and the amount of dividends or other distributions with respect to such whole shares of Parent Common Stock with a record date after the Effective Time and a payment date prior to the date of issuance to such holder, 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 Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent IDEC 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 Lucent IDEC 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)2.1(e) hereof, and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate has been surrendered in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsApplicable Law (as defined in Section 3.1(g)(i)), following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) at the time of promptly after such surrender, the number of whole shares of IDEC Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of IDEC Common Stock to which such holder is entitled pursuant to Section 2.1(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent IDEC Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent IDEC Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends ------------------------------------------------ or other distributions declared or made after the Effective Time with respect to Lucent Acquirer 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 Lucent Acquirer 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 Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case subsection (f) below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Lucent Acquirer Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Acquirer Common Stock to which such holder is entitled pursuant to subsection (f) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Lucent Acquirer Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent Acquirer Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent Company Common Stock represented thereby, issuable hereunder in respect thereof 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 Lucent Company Common Stock shall be paid by Lucent the Company to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Company Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Company Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Lucent Company 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 Lucent Company Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Company Common Stock shall be declared or paid with a record date on or after the Duke Effective Time and on or prior to the Effective Time. No dividends or other distributions with respect to Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent Company Common Stock represented thereby, issuable hereunder in respect thereof 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 Lucent Company Common Stock shall be paid by Lucent the Company to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Company Common Stock issued in exchange therefortherefore, without interest, (i) at promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Company Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Lucent Company 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 Lucent Company Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Lucent Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent Company Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any which such holder is entitled to receive pursuant to Section 2.02(e)the terms hereof, and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following the surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Lucent Company Common Stock issued in exchange therefor, without interest, interest (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Company Common Stock to which such holder is entitled pursuant to Section 2.02(e) and (ii) at the appropriate payment datedate therefor, the amount of dividends or other distributions with a record date after the Effective Time but prior to the surrender of such surrender Certificate and with a payment date subsequent to the surrender of such surrender Certificate payable with respect to such whole shares of Lucent Company Common Stock. Spinco shall deposit in the Exchange Fund all such dividends and distributions.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared with respect to Lucent Parent Common Stock with a to stockholders of record date on or after the Effective Time shall be paid delivered to the holder of any unsurrendered Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares with respect to the shares of Lucent 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 Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case unless and until the surrender of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsApplicable Law, following surrender of any such a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares for cancellation to the Exchange Agent, there shall be paid to the holder of the certificate representing whole shares of Lucent Parent Common Stock issued in exchange thereforfor such Certificate or Book-Entry Shares, without interest, (i) at the time of delivery of such surrenderParent Common Stock by the Exchange Agent pursuant to Section 2.2(c), the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Parent 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 delivery of such Parent Common Stock by the Exchange Agent pursuant to Section 2.2(c), and with a payment date subsequent to such surrender delivery of such Parent Common Stock by the Exchange Agent pursuant to Section 2.2(c), payable with respect to such whole shares of Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent shares of Parent Common Stock or Exchangeable Shares with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Share Certificate with respect to the shares of Lucent Parent Common Stock represented therebyor Exchangeable Shares that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of fractional shares of Parent Common Stock or Exchangeable 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 Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund4.6 hereof, in each case until the surrender holder of such Share Certificate shall have surrendered such Share Certificate in accordance with this Article II4. Subject to Following the effect of applicable escheat or similar laws, following surrender of any such Certificate Share Certificate, there shall be paid to the record holder of the certificate representing whole shares of Lucent Parent Common Stock or whole Exchangeable Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock, Stock or whole Exchangeable Shares and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock or Exchangeable Share to which such holder is entitled pursuant to Section 2.02(e) 4.6 hereof and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or 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 Lucent Parent Common StockStock or whole Exchangeable Shares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent shares of Thermo Electron 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 Lucent Thermo Electron 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)2.1(f) hereof, and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate has been surrendered in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsApplicable Laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) at the time of promptly after such surrender, the number of whole shares of Thermo Electron Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of Thermo Electron Common Stock to which such holder is entitled pursuant to Section 2.1(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Thermo Electron 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 Lucent Thermo Electron Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Common Stock distributions, declared or made by the Trust after the Effective Time, or with a record date after the Effective Time Time, with respect to Convertible Securities issued in the Merger to holders of Company Common Stock shall be paid to the any holder of any unsurrendered Certificate with respect to the certificate(s) representing shares of Lucent Company Common Stock represented thereby, and no cash payment in lieu of fractional shares Convertible Securities shall be paid to any such holder pursuant to Section 2.02(e)2.4(e) until, and in all such dividendscases, other distributions and cash in lieu the holder of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender record of such Certificate in accordance with this Article IIcertificate(s) shall surrender the same for exchange. Subject to the effect of applicable escheat or similar laws, following the surrender of any such Certificate certificate, there shall be paid to the record holder of the certificate certificate(s) representing whole shares of Lucent Common Stock Convertible Securities to be issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock Convertible Securities to which such holder is entitled pursuant to Section 2.02(e2.4(e) and the amount of all dividends or other distributions having a record date after the Effective Time but prior to such surrender, payable with respect to such whole Convertible Securities, 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 Lucent Common StockConvertible Securities.

Distributions with Respect to Unexchanged Shares. No ------------------------------------------------ dividends or other distributions declared or made after the Effective Time with respect to Lucent Mpath 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 Lucent Mpath Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case 2.6 below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Lucent Mpath Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Mpath Common Stock to which such holder is entitled pursuant to Section 2.6 below and the amount of any dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Lucent Mpath Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent Mpath Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Parent Common Stock with a record date on or after the Effective Time Closing Date shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent 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(e2.3(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Parent Common Stock shall be paid by Lucent Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate Parent Certificate representing whole shares of Lucent Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date on or after the Effective Time Closing Date theretofore paid with respect to such whole shares of Lucent Parent Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.3(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time Closing Date but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Lucent Parent Common Stock. Parent shall make available to the Exchange Agent cash for these purposes.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Discount 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 Lucent Discount 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(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Discount Common Stock shall be paid by Lucent Discount to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate Discount Certificate representing whole shares of Lucent Discount Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Discount Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Lucent Discount Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(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 Lucent Discount Common Stock. Discount shall make available to the Exchange Agent cash for these purposes.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent 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 Lucent 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(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Parent Common Stock shall be paid by Lucent Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar lawslaws and laws with respect to the withholding of Taxes (as defined in Section 3.14), following surrender of any such Certificate there shall be paid to the holder of the certificate Parent Certificate representing whole shares of Lucent Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(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 Lucent Parent Common Stock. Parent shall make available to the Exchange Agent cash for these purposes.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Common Stock Parent Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to any Parent Shares that the shares of Lucent Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid holder thereof has the right to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to receive upon the Exchange Agent and shall be included in the Exchange Fund, in each case surrender thereof until the surrender holder of such Certificate or Book-Entry Share shall surrender such Certificate or Book-Entry Share in accordance with this Article II. Subject to the effect of any applicable state, federal or other abandoned property, escheat or similar lawsLaw, following surrender of any such Certificate or Book-Entry Share, there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforthereof, without interest, (i) at the time of such surrender, in addition to all other amounts to which such holder is entitled under this Article II, the amount of dividends or other distributions payable with respect to such whole shares of Parent Shares that such holder is entitled to pursuant to this Article II with a record date after the Effective Time theretofore and paid with respect to Parent Shares prior to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) surrender 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 Lucent Common StockParent Shares that such holder is entitled to pursuant to this Article II.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Acquiror New Common Stock with a record date after the Effective Time shall will be paid to the holder of any unsurrendered Certificate SplitCo Common Stock with respect to the shares of Lucent Acquiror New Common Stock represented therebyissuable upon exchange thereof, and no cash payment in lieu of fractional shares shall will be paid to any such holder pursuant to Section 2.02(e)2.11, and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Funduntil, in each case until case, the surrender exchange of such Certificate SplitCo Common Stock in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsLaw, following surrender the exchange of any such Certificate SplitCo Common Stock, there shall will be paid to the holder of the certificate representing whole shares of Lucent Acquiror New Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Acquiror New Common Stock to which such holder is entitled pursuant to Section 2.11 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Acquiror New 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 exchange payable with respect to such whole shares of Lucent Acquiror New Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Lucent Merchants 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 Lucent Merchants 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(e1.07(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender holder of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate certificates representing whole shares of Lucent Merchants Common Stock issued in exchange therefortherefore, without interest, (i) at promptly, the time amount of any cash payable with respect to a fractional share of Merchants Common Stock to which such surrender, holder is entitled pursuant to Section 1.07(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Merchants Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 distributions, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender occurring after surrender, payable with respect to such whole shares of Lucent Merchants Common Stock.

Distributions with Respect to Unexchanged Shares. All shares of BHC 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 BHC in respect of the BHC 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 with in respect to Lucent of the BHC Common Stock with a record date after the Effective Time shall be paid to the any holder of any unsurrendered Certificate with respect to the shares until such Certificate (or affidavits of Lucent Common Stock represented thereby, and no cash payment loss in lieu of fractional shares shall be paid to any such holder pursuant to the Certificate as provided in Section 2.02(e3.2(g), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate ) is surrendered for exchange in accordance with this Article IIIII. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificate as provided in Section 3.2(g)), there shall be issued and/or paid to the holder of the certificate certificates representing whole shares of Lucent BHC Common Stock issued in exchange therefor, without interest, (iA) at the time of such surrender, the amount of dividends or other distributions with a record date at or after the Effective Time theretofore paid payable with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent BHC Common Stock to which such holder is entitled pursuant to Section 2.02(e) and not paid and (iiB) 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 Lucent BHC Common StockStock with a record date at or after the Effective Time and a payment date subsequent to the time of such surrender.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Lucent the Domesticated Purchaser Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate Surrenderable Company Security or Company Book-Entry Share with respect to the shares of Lucent Domesticated Purchaser Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid issuable to any such holder pursuant to Section 2.02(e)unless and until such holder shall have delivered a Letter of Transmittal covering such instruments and, and all if applicable, surrendered the Surrenderable Company Securities covered by such dividends, other distributions and cash Letter of Transmittal in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to exchange for the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate Merger Consideration in accordance with this Article IISection 1.10. Subject to the effect of escheat, Tax or other applicable escheat or similar lawsLaws, following the delivery of a Letter of Transmittal and, if applicable, the surrender of any Surrenderable Company Security covered by such Certificate Letter of Transmittal in accordance with this Section 1.10, there shall be paid by the Purchaser to the holder of the certificate representing whole shares of Lucent Domesticated Purchaser Common Stock issued in exchange therefor, without interest, : (i) at the time of such surrenderpromptly, the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Lucent Domesticated Purchaser Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 distributions, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender occurring after surrender, payable with respect to such whole shares of Lucent Domesticated Purchaser Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Capital Stock or Company Promissory Note with respect to the shares of Lucent Parent Common Stock represented therebyissuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.05(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate or Company Promissory Note in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsLaw, following surrender of any such Certificate or Company Promissory Note, there shall be paid to the holder of the certificate Certificate or Company Promissory Note representing whole shares of Lucent Common Stock the Merger Consideration issued in exchange 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 2.05(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock that are included in the Merger Consideration that is payable to which such holder is entitled pursuant to Section 2.02(e) holder, 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 Lucent Parent Common StockStock that are included in the Merger Consideration that is payable to such holder.

Distributions with Respect to Unexchanged Shares. No dividends ------------------------------------------------ or other distributions with respect to Lucent Razorfish 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 Lucent Razorfish 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 Lucent Razorfish Common Stock shall be paid by Lucent Razorfish to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Razorfish Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Razorfish Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Razorfish 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 Lucent Razorfish Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Duke 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 Lucent Duke Common Stock represented thereby, issuable hereunder in respect thereof 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, dividends and other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent Duke to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange therefor, without interestrecordholder thereof, (i) at without interest, the time number of such surrenderwhole shares of Duke Common Stock issuable in exchange therefor pursuant to this Article II, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Duke Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Lucent Duke 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 Lucent Duke Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Lucent 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 Lucent Acquiror Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case 2.6 below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Lucent Acquiror Common Stock issued in exchange therefor, 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 2.6 below and the amount of any dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Lucent Acquiror Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 surrender, payable with respect to such whole shares of Lucent Acquiror Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends ------------------------------------------------ or other distributions declared or made after the Effective Time with respect to Lucent Buyer 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 Lucent Buyer Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case 2.2(e) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be issued and paid to the record holder of the certificate Certificate, (i) certificates representing whole shares of Lucent Buyer Common Stock issued in exchange therefor, without interest, (iii) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Buyer Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Lucent Buyer Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and (iiiii) 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 Lucent Buyer Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or ------------------------------------------------ other distributions declared or made after the Effective Time with respect to Lucent Millennium 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 Lucent Millennium Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case ) below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be issued and paid to the record holder of the certificate Certificate (i) certificates representing whole shares of Lucent Millennium Common Stock issued in exchange therefor, without interest, (iii) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Millennium Common Stock to which such holder is entitled pursuant to Section 2.02(e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Millennium Common StockStock with a payment date on or prior to such time of surrender, without interest, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and (iiiii) 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 Lucent Millennium Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Lucent RV Class A Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent RV Class A 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 Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case 2.2(e) until the surrender holder of such Certificate shall have duly surrendered such Certificate in accordance with this Article IISection 2.2(b). Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate certificates representing whole shares of Lucent RV Class A Common Stock issued in exchange therefor, without interest, (iI) at the time of such surrendersurrender or as promptly thereafter as practicable, the amount of any cash payable with respect to a fractional share of RV Class A Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions distributions, if any, with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent RV Class A Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and (iiII) 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 Lucent RV Class A Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Valhi 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 Lucent Valhi 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(e2.2(f), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsLaws, as soon as reasonably practicable following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforsuch Certificate, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of any fractional share of Valhi Common Stock to which such holder is entitled pursuant to Section 2.2(f) and (ii) if such Certificate is exchangeable for one or more whole shares of Valhi Common Stock, (x) at the time of such surrender the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Valhi Common Stock to which such holder is entitled pursuant to Section 2.02(e) and (iiy) 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 Lucent Valhi Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Company Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing TBI Common Stock with respect to the shares of Lucent Company Common Stock represented therebyissuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e)5.1(e) hereof, and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II5. Subject to the effect of applicable escheat or similar lawsLaw, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate Certificate representing whole shares of Lucent Company Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 5.1(e) hereof and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Company Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent Company Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or ------------------------------------------------ other distributions declared or made after the Effective Time with respect to Lucent Buyer 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 Lucent Buyer Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case 2.2(e) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be issued and paid to the record holder of the certificate Certificate, (i) certificates representing whole shares of Lucent Buyer Common Stock issued in exchange therefor, without interest, (iii) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Buyer Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Lucent Buyer Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and (iiiii) 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 Lucent Buyer Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent PharmAthene Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent PharmAthene Common Stock represented therebythat the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of fractional shares of PharmAthene Common Stock shall be paid to any such holder pursuant to Section 2.02(e2.1(g), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender holder of such Certificate shall have surrendered such Certificate in accordance with this Article ARTICLE II. Subject to Following the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate representing whole shares of Lucent PharmAthene Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Lucent PharmAthene Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Lucent PharmAthene Common Stock to which such holder is entitled pursuant to Section 2.02(e2.1(g) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or 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 Lucent PharmAthene Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends ------------------------------------------------ or other distributions with respect to Lucent 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 Lucent 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 Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or ------------------------------------------------ other distributions with respect to Lucent Reitco Common Stock or Opco Common Stock with a record date after the Effective Time shall and no cash payment in lieu of fractional shares will be paid pursuant to Section 3.3(d) to the holder of any unsurrendered Certificate with respect to the shares of Lucent Common Stock Paired Shares 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 Lucent Common Stock shall Paired Shares will be paid by Lucent Reitco or Opco to the Exchange Agent on the appropriate payment date and shall will be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IIIII. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate in accordance herewith there shall will be paid to the holder of the certificate certificates representing whole shares of Lucent Common Stock Paired Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time and which have been theretofore paid by Reitco or Opco with respect to such whole shares of Lucent Common Stock, Paired Shares and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock Paired Shares to which such holder is entitled pursuant to Section 2.02(e3.3(d) 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 Lucent Common StockPaired Shares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent New Holdco Common Stock with a record date after the Merger Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent New Holdco Common Stock represented therebythat the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of any fractional shares of New Holdco Common Stock shall be paid to any such holder pursuant to Section 2.02(e2.1(c), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the holder of such Certificate shall surrender of such Certificate in accordance with this Article ARTICLE II. Subject to the effect of applicable escheat or similar laws, following Following surrender of any such Certificate in accordance with this ARTICLE II, there shall be paid to the record holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforthereof, without interest, (i) at promptly following the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a any fractional share shares of Lucent New Holdco Common Stock to which such holder is entitled pursuant to Section 2.02(e2.1(c) and the amount of dividends or other distributions, payable with respect to that number of whole shares of New Holdco Common Stock issuable in exchange for such Certificate pursuant to this ARTICLE II, with a record date after the Merger Effective Time and paid with respect to New Holdco Common Stock prior to such surrender, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Merger Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Lucent New Holdco Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent 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 Lucent 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 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case ) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following Following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate representing whole shares of Lucent Parent Common Stock issued in exchange 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 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Lucent RV Class A Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent RV Class A 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 Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case 2.2(e) until the surrender holder of such Certificate shall have duly surrendered such Certificate in accordance with this Article IISection 2.2(b). Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate certificates representing whole shares of Lucent RV Class A Common Stock issued in exchange therefor, without interest, (i) at the time of such surrendersurrender or as promptly thereafter as practicable, the amount of any cash payable with respect to a fractional share of RV Class A Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions distributions, if any, with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent RV Class A Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent RV Class A Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent shares of ▇▇▇▇▇▇ 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 Lucent ▇▇▇▇▇▇ 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)2.1(e) hereof, and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate has been surrendered in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsApplicable Laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) at the time of promptly after such surrender, the number of whole shares of ▇▇▇▇▇▇ Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of ▇▇▇▇▇▇ Common Stock to which such holder is entitled pursuant to Section 2.1(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent ▇▇▇▇▇▇ 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 Lucent ▇▇▇▇▇▇ Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or ------------------------------------------------ other distributions with respect to Lucent Patriot Common Stock or OPCO Common Stock with a record date after the Effective Time shall and no cash payment in lieu of fractional shares will be paid pursuant to Section 2.02(e) to the holder of any unsurrendered Certificate with respect to the shares of Lucent Common Stock Paired Shares 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 Lucent Common Stock shall Paired Shares will be paid by Lucent Patriot or OPCO to the Exchange Agent promptly after the Effective Time and shall will be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsLaws, following surrender of any such Certificate in accordance herewith there shall will be paid to the holder of the certificate certificates representing whole shares of Lucent Common Stock Paired Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Common Stock, Paired Shares and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock Paired Shares 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 Lucent Common StockPaired Shares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent HEALTHSOUTH Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent HEALTHSOUTH Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund2.2(e) until, in each case until such case, the surrender of such Certificate in accordance with this Article IISection 2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent HEALTHSOUTH Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of HEALTHSOUTH Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent HEALTHSOUTH Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent HEALTHSOUTH Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent 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 Lucent Parent Common Stock represented thereby, and no cash payment in lieu of any fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e2.3(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Parent Common Stock shall be paid by Lucent Parent to the Exchange Exchange/Payment Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II2. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.3(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 Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent Razorfish 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 Lucent Razorfish 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 Lucent Razorfish Common Stock shall be paid by Lucent Razorfish to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Lucent Razorfish Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Razorfish Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Razorfish 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 Lucent Razorfish Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Lucent 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 Lucent Parent Common Stock represented therebythat such holder would be entitled to receive upon surrender of such Certificate, and no cash payment that such holder has the right to receive pursuant to this Agreement, including cash in lieu of fractional shares of Parent Common Stock, shall be paid to any such holder pursuant to Section 2.02(e)1.10, and all until such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock holder shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 1.7. Subject to the effect of applicable escheat or similar lawsLaws, following surrender of any such Certificate Certificate, there shall be paid to the such holder of the certificate representing whole shares of Lucent Parent Common Stock issued issuable in exchange therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash that such holder has the right to receive pursuant to the provisions of this Agreement, including cash payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.10 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent Parent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and (iib) 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 Lucent Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared, made or paid after the Effective Time with respect to Lucent Common Stock HoldCo Ordinary Shares with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lucent Common Stock HoldCo ADSs and Merger Ordinary Shares represented thereby, thereby and no cash payment in lieu of fractional shares HoldCo ADSs and Merger Ordinary 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 Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case 2.03(e) until the holder of record of such Certificate shall surrender of such Certificate in accordance with this Article IISection. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Lucent Common Stock the HoldCo ADRs which represent HoldCo ADSs and Merger Ordinary Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions distributions, if any, with a record date on or after the Effective Time which theretofore became payable, but which were not paid by reason of the immediately preceding sentence, with respect to such whole shares of Lucent Common Stock, HoldCo ADSs and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) Merger Ordinary Shares and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or 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 Lucent Common StockHoldCo ADSs and Merger Ordinary Shares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Lucent UTI Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the right to receive shares of Lucent UTI Common Stock represented thereby, thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case 3.2(e) until the surrender holder of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Lucent Common Stock issued in exchange thereforthereof, without interest, : (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of UTI Common Stock to which such holder is entitled pursuant to Section 3.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Lucent UTI Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent 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 Lucent UTI Common Stock.