Common use of Voting Rights and Distributions Clause in Contracts

Voting Rights and Distributions. (a) The Indemnification Escrow Shares, unless and until delivered to Acquiror pursuant to this Agreement, shall be registered in the name of the Shareholders, who shall be entitled to vote the Indemnification Escrow Shares. All cash dividends or distributions of assets declared by Acquiror with respect to its Common Stock prior to the Indemnification Termination Date, shall be paid directly to the Shareholders as if they had received all of the shares of Acquiror Common Stock deliverable to him at the Effective Time of the Merger and no shares had been placed into escrow under this Agreement (subject to reduction to reflect the delivery of Indemnification Escrow Shares to Acquiror under this Agreement). (b) All shares of Acquiror Common Stock relating to Indemnification Escrow Shares still held by the Indemnification Escrow Agent under this Agreement and resulting from conversion, stock dividend, stock split, reclassification, recapitalization or corporate reorganization of Acquiror, shall be delivered to the Indemnification Escrow Agent when deliverable to holders of other outstanding shares of Acquiror Common Stock, shall be credited to the account of the Shareholders and shall constitute additional Indemnification Escrow Shares.

Voting Rights and Distributions. (a) The Indemnification Escrow Shares, unless and until delivered to Acquiror Parent pursuant to this Agreement, shall be registered in the respective name of the Indemnification Escrow Agent and held on behalf of the Company Shareholders, who shall be entitled . The Indemnification Escrow Agent will vote any Indemnification Escrow Shares held by it for the account of any Company Shareholder in accordance with any written instructions that are provided by such Company Shareholder to vote the Indemnification Escrow SharesAgent. All cash dividends or distributions of assets declared by Acquiror Parent with respect to its Common Stock prior to the Indemnification Escrow Termination Date, shall be paid directly payable to the Company Shareholders as if they each had received all of the shares of Acquiror Parent Common Stock deliverable to him at the Effective Time of the Merger and no shares had been placed into escrow under this Agreement (subject to reduction to reflect the delivery of Indemnification Escrow Shares to Acquiror Parent or the Surviving Corporation) under this Agreement). (b) All shares of Acquiror Parent Common Stock relating to Indemnification Escrow Shares still held by the Indemnification Escrow Agent under this Agreement and resulting from conversion, stock dividend, stock split, reclassification, recapitalization or corporate reorganization of AcquirorParent, shall be delivered to the Indemnification Escrow Agent when deliverable to holders of other outstanding shares of Acquiror Parent Common Stock, shall be credited to the account accounts of the Company Shareholders and shall constitute additional Indemnification Escrow Shares.

Voting Rights and Distributions. (a) The Indemnification Escrow Shares, unless and until delivered to Acquiror Parent pursuant to this Agreement, shall be registered in the name respective names of the ShareholdersSellers, who shall be entitled to vote their respective Escrow Shares and who shall be the Indemnification absolute beneficial owners of their respective Escrow SharesShares until such time as they may be delivered to Parent in accordance with this Agreement. All cash dividends or distributions of assets declared by Acquiror Parent with respect to its the Parent Common Stock prior shall be payable to the Indemnification Termination Date, shall be paid directly to the Shareholders Sellers as if they had received all of the shares of Acquiror Common Stock deliverable to him at the Effective Time of the Merger and no shares had been placed into escrow under this Agreement (subject to reduction to reflect the delivery of Indemnification Escrow Shares to Acquiror Parent under this Agreement). (b) All shares of Acquiror Parent Common Stock relating to Indemnification Escrow Shares still held by the Indemnification Escrow Agent under this Agreement and resulting from conversion, stock dividend, stock split, reclassification, recapitalization or corporate reorganization of AcquirorParent, shall be issued to and registered in the respective names of the Sellers and certificates therefor shall be delivered to the Indemnification Escrow Agent when deliverable to holders of other outstanding shares of Acquiror Parent Common Stock, shall be credited to the account respective Individual Seller's Accounts of the Shareholders Sellers and shall constitute additional Indemnification Escrow Shares. In such event, appropriate adjustment shall be made to the value of the Parent Common Stock as determined pursuant to Section 3(a)(i).