Escheat Laws. 5 1.6 Closing of Company Transfer Books............................................................5
Escheat Laws. Notwithstanding any other provision of this Article 1, none of Parent, Sub, Company, the Surviving Corporation, the Exchange Agent or any other party hereto shall be liable to any holder of Company Common Stock for any Parent Common Stock, or dividends or distributions thereon or cash in lieu of fractional shares, delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws.
Escheat Laws. Notwithstanding any provision of this Article II to the contrary, neither Parent nor the Surviving Corporation shall be liable to any holder of Certificates formerly representing shares of Acquired Company Stock for any property properly delivered or amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Escheat Laws. Notwithstanding any provisions of this Section 2 to the contrary, neither FAFCO nor the Surviving Corporation shall be liable to any holder of the Company Common Certificates formerly representing Company Common Shares for any property properly delivered or amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Escheat Laws. Notwithstanding any other provision of this Article 2, none of Merger Partner, Sub, Company, the Surviving Corporation, the Exchange Agent or any other party hereto shall be liable to any holder of Company Common Stock for any Merger Partner Common Stock, or dividends or distributions thereon or cash in lieu of fractional shares, delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws.
Escheat Laws. None of the Parent, the Company, the Representative, the Surviving Corporation or any other person shall be liable to any former holder of shares of Company Common Stock for any amount properly delivered to a public official under applicable abandoned property, escheat or similar laws. Any portion of the Merger Consideration remaining unclaimed by holders of Company Common Stock two years after the Effective Time or two years after any Earnout Payment or Upside Payment becomes payable under this Agreement (or such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable law, the property of the Surviving Corporation, free and clear of any claims or interest of any Person previously entitled thereto.
Escheat Laws. Neither Parent, Merger Sub, the Surviving Company, the Exchange Agent nor their respective Representatives shall be liable to any Company Securityholder for any shares of Parent Common Stock (or dividends or distributions with respect thereto) or cash to which they are entitled for their shares of Company Capital Stock or Company Options in the Merger that is delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Escheat Laws. After the Closing Date, Parent shall hold in a separate, non-interest bearing account, the portion of the Merger Consideration payable in respect of Unitholders outstanding as of the Effective Time who have not delivered a Letter of Transmittal at or prior to the Effective Time in accordance with this Agreement. After the Closing Date, each of the former Unitholders as of the Effective Time who have not delivered a Letter of Transmittal may deliver such Letter of Transmittal to Parent and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor, and Parent shall promptly pay, in accordance with Section 2.5(e), the portion of the Merger Consideration and/or any Additional Consideration, if any, deliverable in respect thereof as determined in accordance with this Agreement, without any interest thereon. None of Parent, Merger Sub, the Company or the Surviving Entity or any of their respective Affiliates shall be liable to any Person in respect of any cash or property delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Escheat Laws. Notwithstanding the foregoing, no party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. Parent shall pay all charges and expenses in connection with the exchange of cash for Shares.
Escheat Laws. 6 2.6 Closing of Company Transfer Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 ARTICLE 3
