No Liability; Withholding. (a) None of Monocle, NewCo, the Surviving Corporation or the Exchange Agent shall be liable to any Person for any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Notwithstanding any other provision of this Agreement, any portion of the Merger Consideration that remains undistributed to the Holders as of immediately prior to the date on which the Merger Consideration would otherwise escheat to or become the property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Monocle Acquisition Corp), Agreement and Plan of Merger (Monocle Acquisition Corp), Agreement and Plan of Merger (Monocle Acquisition Corp)
No Liability; Withholding. (a) None of Monocle, NewCoAcquiror, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person for any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Notwithstanding any other provision of this Agreement, any portion of the Merger Consideration that remains undistributed to the Holders as of immediately prior to the date on which the Merger Consideration would otherwise escheat to or become the property of any Governmental Authority Entity shall, to the extent permitted by applicable Law, become the property of the Surviving CorporationCompany, free and clear of all claims or interest of any Person previously entitled thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adit EdTech Acquisition Corp.)
No Liability; Withholding. (a) None of MonocleDSAC, NewCoNewco, the Surviving Corporation or the Exchange Agent shall be liable to any Person for any portion of the Per Share Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. Notwithstanding any other provision of this Agreement, any portion of the Per Share Merger Consideration that remains undistributed to the Holders as of immediately prior to the date on which the Per Share Merger Consideration would otherwise escheat to or become the property of any Governmental Authority shall, to the extent permitted by applicable Applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Duddell Street Acquisition Corp.)
No Liability; Withholding. (a) None of Monocle, NewCoAcquiror, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person for any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Notwithstanding any other provision of this Agreement, any portion of the Merger Consideration that remains undistributed to the Holders Company Stockholders as of immediately prior to the date on which the Merger Consideration would otherwise escheat to or become the property of any Governmental Authority Entity shall, to the extent permitted by applicable Law, become the property of the Surviving CorporationCompany, free and clear of all claims or interest of any Person previously entitled thereto.
Appears in 1 contract
No Liability; Withholding. (a) None of Monocle, NewCoSilver Spike, the Surviving Corporation Pubco, the Surviving Company or the Exchange Agent shall be liable to any Person for any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Notwithstanding any other provision of this Agreement, any portion of the Merger Consideration that remains undistributed to the Holders as of immediately prior to the date on which the Merger Consideration would otherwise escheat to or become the property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving CorporationCompany, free and clear of all claims or interest of any Person previously entitled thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silver Spike Acquisition Corp.)
No Liability; Withholding. (a) None of Monocle, NewCoAcquirer, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person for any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Notwithstanding any other provision of this Agreement, any portion of the Merger Consideration that remains undistributed to the Holders Company Stockholders as of immediately prior to the date on which the Merger Consideration would otherwise escheat to or become the property of any Governmental Authority Entity shall, to the extent permitted by applicable Law, become the property of the Surviving CorporationCompany, free and clear of all claims or interest of any Person previously entitled thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Assure Holdings Corp.)
No Liability; Withholding. (ab) None of Monocle, NewCoBlueRiver, the Surviving Corporation Pubco, the Surviving Company or the Exchange Agent shall be liable to any Person for any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Notwithstanding any other provision of this Agreement, any portion of the Merger Consideration that remains undistributed to the Holders as of immediately prior to the date on which the Merger Consideration would otherwise escheat to or become the property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving CorporationCompany, free and clear of all claims or interest of any Person previously entitled thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (BlueRiver Acquisition Corp.)
No Liability; Withholding. (a) None of MonocleLIVK, NewCothe Surviving Pubco, the Surviving Corporation or the Exchange Agent shall be liable to any Person for any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Notwithstanding any other provision of this Agreement, any portion of the Merger Consideration that remains undistributed to the Holders as of immediately prior to the date on which the Merger Consideration would otherwise escheat to or become the property of any Governmental Authority shall, to the extent permitted by applicable Applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (LIV Capital Acquisition Corp.)
