No Liability. Notwithstanding anything to the contrary in this Section 1.8, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Merger Agreement (Autodesk Inc), Merger Agreement (Harmonic Inc), Merger Agreement (Electronic Arts Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.87.2, neither the Exchange Agent, Acquiror, the Company, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Stock Common Stock, Company Options or Company Warrants for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Symantec Corp), Merger Agreement (Altiris Inc), Merger Agreement (Symantec Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.11, neither the Exchange Agent, Surf Air, NewCo, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.05, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Common Stock or Company Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Merger Agreement (Xfone Inc), Merger Agreement (Xfone Inc), Merger Agreement (Xfone Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8Agreement, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Merger Agreement (Planar Systems Inc), Merger Agreement (Network Appliance Inc), Agreement and Plan of Reorganization (Documentum Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Merger Agreement (Altiris Inc), Merger Agreement (Altiris Inc), Agreement and Plan of Merger (Compuware Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.10, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc), Merger Agreement (Triangle Pharmaceuticals Inc), Agreement and Plan of Reorganization (Sirenza Microdevices Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.8, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a any holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 3 contracts
Samples: Merger Agreement (Brooks Automation Inc), Merger Agreement (Atmi Inc), Merger Agreement (Atmi Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.8 hereof, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement (Informatica Corp), Merger Agreement (Carrier Access Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.87.2, neither the Exchange Agent, Acquiror, the Company, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Common Stock and Company Options and Company Restricted Stock Units for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement (Force10 Networks Inc), Merger Agreement (Carrier Access Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.11, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement (Advanced Digital Information Corp), Merger Agreement (Quantum Corp /De/)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.6, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital ANI Common Stock or Occam Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement (Occam Networks Inc), Merger Agreement (Accelerated Networks Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Lsi Logic Corp), Merger Agreement (Loudeye Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.8, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement (Digital Music Group, Inc.), Merger Agreement (Digital Music Group, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a holder of shares of Company Capital Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Overture Services Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.5, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Larscom Inc), Agreement and Plan of Reorganization (Proxim Inc /De/)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.8, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement (Volcano Corp), Merger Agreement (Volcano Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement (Kyphon Inc), Merger Agreement (Coachmen Industries Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.12(f), neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a holder of shares of Company Capital Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement (America Online Inc), Merger Agreement (Moviefone Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.87.2, neither the Exchange Agent, Acquiror, the Company, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Stock Common Stock, for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Varian Inc), Merger Agreement (Agilent Technologies Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, neither none of the Exchange Agent, SumTotal or the Surviving Corporation, nor Entity or any party hereto shall be liable to a holder of shares of Company Pathlore Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sumtotal Systems Inc), Merger Agreement (Sumtotal Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, neither the Exchange and Paying Agent, the Final Surviving CorporationEntity, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 2 contracts
Samples: Merger Agreement (Nuance Communications, Inc.), Merger Agreement (Nuance Communications, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a holder of shares of Company Capital Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirements.
Appears in 2 contracts
Samples: Merger Agreement (Lexar Media Inc), Merger Agreement (Micron Technology Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.9, neither none of the Exchange Agent, Parent, the Surviving Corporation, nor Corporation or any other party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement (Sonicwall Inc), Merger Agreement (Accelrys, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation (or any officer or director thereof) or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Critical Path Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Taleo Corp)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.82.2, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a holder of shares of Company Capital Preferred or Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law."
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.8, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (International Network Services)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, neither the Exchange Agent, the Surviving CorporationLLC, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount paid in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Advent Software Inc /De/)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Stock or Company Option for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirements.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.8, neither the Exchange Paying Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount paid to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Taleo Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, neither the Exchange Agent, the Final Surviving CorporationEntity, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.82.6, neither the Exchange Agent, the Surviving Corporation, Parent, Merger Subsidiary nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Sigma Designs Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.8, neither the Exchange Payment Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Samples: Merger Agreement (Shanda Games LTD)
No Liability. Notwithstanding anything to the contrary in this Section 1.8SECTION 0, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law; provided, that it gives the Shareholder Representative reasonable advance notice of its intent to pay an amount to a public official hereunder so that the Shareholder Representative may assess whether to oppose such payment.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.8SECTION 1.9, neither the Exchange and Paying Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to as required by any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.8SECTION 1.9, neither the Exchange Agent, the Final Surviving CorporationEntity, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.8, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Epicor Software Corp)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.81.9, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Splash Technology Holdings Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.10, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Xicor Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.6, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Merger Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Autotradecenter Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.8 or in Section 2.9, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Stock Common Stock, Company Preferred Stock, Company Warrants or Company Options for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirement.
Appears in 1 contract
Samples: Merger Agreement (Answers CORP)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Transferred Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7 hereof, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Common Stock or Preferred for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Ondisplay Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8Agreement, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Subsidiary Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, neither the Exchange Paying Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, neither the Exchange Agent, the Surviving Corporation, Company nor any party hereto shall be liable to a holder of shares of Company Capital Stock Shares or Vested Company Options for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.8, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Common Stock or Company Options for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.82.8, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.8, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a any former holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.8Agreement, neither the Exchange Agent, the Interim Surviving Corporation, the Surviving Entity, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sumtotal Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, neither the Exchange Agent, the Buyer, the Surviving Corporation, Corporation nor any other party hereto shall be liable to a holder of shares of Company Capital Buyer Common Stock or Seller Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Colonial Gas Co)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Common Stock or Company Warrants for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Tarantella Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.10(f), neither the Exchange Paying Agent, Parent, the Surviving Corporation, nor any other party hereto or any of their respective affiliates shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Samples: Draft Agreement (Rovi Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.11, neither the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock or a Converted Creditor for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Zapworld Com)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, neither the Exchange Agent, the Final Surviving CorporationEntity, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.82.5(c), neither the Exchange Paying Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock capital stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Samples: Merger Agreement (Keyw Holding Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.8(a), neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.81.5, neither the Exchange Paying Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section SECTION 1.8, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Scansoft Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, neither the Exchange Agent, the Surviving CorporationEntity, nor any party hereto shall be liable to a holder of shares of Company Capital Stock Target Equity Interests for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, neither the Exchange Agent, the Surviving CorporationLLC, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.82.7, neither the Exchange Agent, the Surviving Corporation, Acquiror, nor any party hereto shall the Company will be liable to a former holder of shares of Company Capital Stock Common Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.
Appears in 1 contract
Samples: Merger Agreement (White William S)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company eGroups Capital Stock or ONElist Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.8, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Edwards J D & Co)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, neither none of the Exchange Agent, the Surviving Corporation, nor Company or any party hereto shall be liable to a holder of shares of Company Capital Stock Stockholder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, neither the Exchange Agent, Agent nor the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Common Stock or Company Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.82.1, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a the holder of shares of Company Parent Common Stock or NTC Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, neither none of the Exchange Agent, Parent and the Surviving Corporation, nor any party hereto Company shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Peoplesoft Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.4, neither none of the Exchange Agent, Parent, US Sub, the Surviving Corporation, nor the Custodian or any party hereto shall be liable to a holder of shares of Company Adaytum Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.81.4(e), neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.81.10, neither the Exchange Agent, the Surviving Corporation, Parent, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Samples: Merger Agreement (Ndchealth Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, neither the Exchange and Paying Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.82.8, neither none of the Exchange Agent, Parent, the Surviving Corporation, nor Corporation or any other party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (OccuLogix, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section SECTION 1.8, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law; provided, that it gives the Shareholder Representative reasonable advance notice of its intent to pay an amount to a public official hereunder so that the Shareholder Representative may assess whether to oppose such payment.
Appears in 1 contract
Samples: Merger Agreement (Scansoft Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.08, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a holder of shares of Company Capital Common Stock or Company Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.82.9, neither none of the Exchange Agent, the Surviving Corporation, nor or any party hereto shall be liable to a holder of shares of Parent Common or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, neither the Exchange Agent, Parent, the Surviving Corporation, Corporation nor any party Party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Avocent Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock Stock, Vested Company Options or Common Bonus Units for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cirrus Logic Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8contrary, neither the Exchange Agent, Public Company, the Surviving Corporation, Company nor any party hereto shall be liable to a holder of shares of Company Capital Stock securities for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawlaws, rules and regulations.
Appears in 1 contract
Samples: Merger Agreement (Alternative Energy & Environmental Solutions, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7 hereof, neither the Exchange Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Common or Preferred Stock or Bridge Notes for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cell Genesys Inc)
No Liability. Notwithstanding anything to the contrary in this Section SECTION 1.8, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, neither the Exchange Agent, the Surviving Corporation, nor any party hereto Party shall be liable to a holder of shares of Company Capital Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Quantum Corp /De/)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, neither the Exchange Payment Agent, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Coherent Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, neither none of the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Pegasystems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.87.2, neither the Exchange Agent, Acquiror, the Company, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Stratagene Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, neither Parent, the Exchange Agent, the Surviving Corporation, Corporation nor any other party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.8, Article 1 neither the Exchange Agent, Sybase, Merger Sub, the Surviving Corporation, Corporation nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.81.11, neither the Exchange Agent, the Surviving Corporation, Parent, Merger Sub nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Sonicblue Inc)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.84.1, neither none of the Exchange Agent, the Surviving Corporation, nor Corporation or any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Splash Technology Holdings Inc)
