Common use of Consideration Not Paid Clause in Contracts

Consideration Not Paid. (a) Any portion of the Payment Fund that remains undistributed to holders of Company Stock Certificates and Vested Company Options as of the date that is 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates and Vested Company Options who have not theretofore surrendered their Company Stock Certificates and delivered their letter of transmittal, as applicable, in accordance with Sections 2.10 and 2.11, respectively, shall thereafter look only to Parent for satisfaction of their claims for Merger Consideration and Merger Option Consideration, respectively, and Parent shall satisfy such claims in accordance with and subject to the terms of this ARTICLE 2. (b) For each letter of transmittal and Company Stock Certificate, as applicable, that has not been delivered and/or surrendered to Parent by the earlier of: (i) the fifth anniversary of the date on which the Merger becomes effective; or (ii) the date immediately prior to the date on which the consideration under Section 2.6 would otherwise escheat to or become the property of any Government, then such cash amount shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto. (c) None of Parent, Merger Sub, the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or Vested Company Option or to any other Person with respect to any Merger Consideration delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Law.

Consideration Not Paid. (a) Any portion of the Payment Fund that remains undistributed to holders of Company Stock Certificates and Vested or holders of shares of Company Options Common Stock in book entry form as of the date that is 180 days nine (9) months after the date on which the Merger becomes effective Closing Date shall be delivered to Parent upon demandParent, and any holders of Company Stock Certificates and Vested or holders of shares of Company Options Common Stock in book entry form who have not theretofore surrendered their Company Stock Certificates (or evidence of their shares in book entry form) and delivered their letter of transmittal, as applicable, in accordance with Sections Section 2.10 and Section 2.11, respectively, shall thereafter look only to Parent the Surviving Corporation for satisfaction of their claims for Merger Consideration and Merger Option Consideration, respectively, and Parent shall satisfy such claims in accordance with and subject to the terms of this ARTICLE 2II. (b) For each letter of transmittal and Company Stock CertificateCertificate (or evidence of shares in book entry form), as applicable, for which there is no ongoing Legal Proceeding between the holder thereof and Parent or the Surviving Corporation and that has not been delivered and/or or surrendered to Parent the Paying Agent or Parent, as applicable, by the earlier of: (i) the fifth anniversary of the date on which the Merger becomes effective; or (ii) the date immediately prior to the date on which the consideration under Section 2.6 would otherwise escheat to or become the property of any Government, then such cash amount shall, to the extent permitted by applicable Law, become the property of the Surviving CorporationParent, free and clear of any claim or interest of any Person previously entitled thereto. (c) None of Parent, Merger Sub, the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or Vested Company Option or to any other Person with respect to any Merger Consideration delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Law.

Consideration Not Paid. (a) Any portion of the Payment Fund that remains undistributed to holders of Company Stock Certificates and or Vested Company Options as of the date that is 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates and Vested Company Options who have not theretofore surrendered their Company Stock Certificates and delivered their letter of transmittal, as applicable, transmittal in accordance with Sections 2.10 and 2.11, respectively, 2.11 shall thereafter look only to Parent for satisfaction of their claims for Merger Consideration and or Merger Option Consideration, respectivelyas applicable, and Parent shall satisfy such claims in accordance with and subject to the terms of this ARTICLE 2. (b) For each letter of transmittal and Company Stock Certificate, as applicable, that has not been delivered and/or surrendered to Parent by the earlier of: (i) the fifth anniversary of the date on which the Merger becomes effective; or (ii) the date immediately prior to the date on which the consideration under Section 2.6 would otherwise escheat to or become the property of any Government, then such cash amount shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto. (c) None of Parent, Merger Sub, the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or a Vested Company Option or to any other Person with respect to any Merger Consideration or Merger Option Consideration delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Law.