No Escheat of Remaining Funds. None of Holdings, Merger Sub, the Company or the Paying Agent will be liable to any Person in respect of any cash delivered from the Funds to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates have not been surrendered before seven years after the Effective Time (or immediately before such earlier date on which any payment pursuant to this Section 1.13 would otherwise escheat to or become the property of any Governmental Entity), the aggregate Price Per Share payable in respect to such Certificates will, unless otherwise provided by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. For purposes of this Agreement, "Governmental Entity" means any supranational, foreign, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing or other governmental or quasi-governmental authority.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mg Waldbaum Co), Agreement and Plan of Merger (Michael Foods Inc /Mn), Agreement and Plan of Merger (Mg Waldbaum Co)
No Escheat of Remaining Funds. None of HoldingsParent, Merger Sub, the Company or the Paying Agent will be liable to any Person in respect of any cash delivered from the Funds Payment Fund and the Company Contribution to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates have not been surrendered before seven years after the Effective Time (or immediately before such earlier date on which any payment pursuant to this Section 1.13 1.13(b) would otherwise escheat to or become the property of any Governmental Entity), the aggregate Price Per Share payable in respect to such Certificates will, unless otherwise provided by applicable law, become the property of the Surviving CorporationParent, free and clear of all claims or interest of any Person previously entitled thereto. For purposes of this Agreement, "βGovernmental Entity" β means any supranational, foreign, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing or other governmental or quasi-governmental authority.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ssa Global Technologies, Inc)
