No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 45 contracts
Samples: Agreement and Plan of Reorganization (GeoPharma, Inc.), Agreement and Plan of Reorganization (Dynamic Health Products Inc), Agreement and Plan of Reorganization (Sawtek Inc \Fl\)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 21 contracts
Samples: Merger Agreement (Niku Corp), Merger Agreement (Mastering Inc), Merger Agreement (Informix Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation Parent nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 8 contracts
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Goto Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Merger Agreement, Agreement and Plan of Reorganization (Omniture, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.
Appears in 6 contracts
Samples: Merger Agreement (Peregrine Systems Inc), Agreement and Plan of Reorganization (Proxim Inc /De/), Merger Agreement (Harbinger Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 6 contracts
Samples: Merger Agreement (HMT Technology Corp), Merger Agreement (Komag Inc /De/), Merger Agreement (Clearone Communications Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.. 1.8
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Transcend Therapeutics Inc), Agreement and Plan of Reorganization (Informix Corp), Merger Agreement (Truevision Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 5 contracts
Samples: Merger Agreement (Sun Microsystems, Inc.), Merger Agreement (Vantagemed Corp), Merger Agreement (Seebeyond Technology Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Merger Agreement (Serviceware Technologies Inc/ Pa), Merger Agreement (Excite Inc), Merger Agreement (At Home Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Webvan Group Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Polycom Inc), Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Carrier Access Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a any holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Hemosense Inc), Agreement and Plan of Reorganization (Inverness Medical Innovations Inc), Agreement and Plan of Reorganization (Cholestech Corporation)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Merger Agreement (Digital Insight Corp), Merger Agreement (Opentv Corp), Merger Agreement (Verisign Inc/Ca)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Merger Agreement (Cab-Tive Advertising, Inc.), Merger Agreement (Chiste Corp), Merger Agreement (Mail Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Merger Agreement (One2one Living Corp), Merger Agreement (Terra Tech Corp.), Merger Agreement (Tangram Enterprise Solutions Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, neither the Exchange Agent, Parent, the Surviving Corporation in the Company Merger nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 (Palm Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Handspring Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 (Primus Knowledge Solutions Inc), Agreement and Plan of Reorganization (Sybase Inc), Agreement and Plan of Reorganization (New Era of Networks Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Paying Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 Merger (Internap Network Services Corp), Merger Agreement (Vitalstream Holdings Inc), Merger Agreement (Vitalstream Holdings Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7Article 1, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 (Google Inc.), Merger Agreement (Celsius Holdings, Inc.), Merger Agreement (Celsius Holdings, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 (Red Hat Inc), Merger Agreement (Citrix Systems Inc), Agreement and Plan of Reorganization (Concord Communications Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, neither the Exchange Agent, Parent, the Company, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 (Identix Inc), Agreement and Plan of Reorganization (Lau Acquisition Corp), Agreement and Plan of Reorganization (Viisage Technology Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 (TechAlt, Inc.), Merger Agreement (Digital Insight Corp), Merger Agreement (Nannaco Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, neither Parent, the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock, Company Series A Preferred Stock or Company Common Stock Options 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 (Secure Computing Corp), Merger Agreement (McAfee, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Common Preferred 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 (Probusiness Services Inc), Merger Agreement (Automatic Data Processing Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Phazar Corp), Merger Agreement (Phazar Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock or Notes 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 (Ithaka Acquisition Corp), Agreement and Plan of Merger (Ithaka Acquisition Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7------------ 1.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 (Cirrus Logic Inc), Merger Agreement (Avt Corp)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.71.5, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Egghead Com Inc), Merger Agreement (Onsale Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 (Va Linux Systems Inc), Agreement and Plan of Reorganization (Healtheon Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Juniper Partners Acquisition Corp.), Merger Agreement (Juniper Partners Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock, Company Common Stock or Company Common Series B Preferred 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 (Healthcare Com Corp), Merger Agreement (Xcarenet Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, the Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (K2 Digital Inc), Merger Agreement (Copper Valley Minerals LTD)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, Agent nor Parent, Surviving Entity I or the Surviving Corporation Entity, nor any other party hereto hereto, shall be liable to a holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or Company Common Stock dividends or distributions with respect thereto) or any Contingent Value Right for any amount properly paid delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement (Aclara Biosciences Inc), Agreement and Plan of Merger and Reorganization (Virologic Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock Shares 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 (Accord Networks LTD), Merger Agreement (Polycom Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.6., neither the Exchange Agent, Parent, Merger Sub nor the Surviving Corporation nor any party hereto Company shall be liable to a any holder of shares of Parent Company Common Stock or Company Parent 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 (Medical Dynamics Inc), Merger Agreement (Infocure Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a any holder of shares of Parent Common Series B Preferred Stock or Company 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 (Matria Healthcare Inc), Merger Agreement (Inverness Medical Innovations Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Pharsight Corp), Agreement and Plan of Merger (Inverness Medical Innovations Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Sun Microsystems Inc), Merger Agreement (Solectron Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Ondisplay Inc), Merger Agreement (Vignette Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.6., neither the Exchange Agent, Parent, Merger Sub nor the Surviving Corporation nor any party hereto Company shall be liable to a any holder of shares of Company Common Stock, Parent Common Stock or Company Common Parent Preferred 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 and Reorganization (Practice Works Inc), Merger Agreement (Medical Dynamics Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parentthe Intermediate Surviving Corporation, the Surviving Corporation Entity, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 Merger (Ligand Pharmaceuticals Inc), Merger Agreement (Pharmacopeia Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Series A Preferred Stock (or Parent Common Stock issuable upon conversion of Series A Preferred Stock) or Company 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 (Multi Link Telecommunications Inc), Merger Agreement (Applied Spectrum Technologies Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.6, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto the Company shall be liable to a holder of shares of Parent Common Stock or Company Common Stock or holders of Employee Options or Company Warrants 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 (Israel Technology Acquisition Corp.), Merger Agreement (Israel Technology Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, the Parent, the Surviving Corporation nor any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Energynorth Inc), Merger Agreement (Eastern Enterprises)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.4, neither the Exchange Agent, Parent, the Surviving Corporation Parent nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock Shares 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 (S1 Corp /De/), Merger Agreement (Fundtech LTD)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Telaxis Communications Corp), Merger Agreement (P Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither the Exchange Agent, Parent, the Surviving Corporation Exchange Agent nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 (Tibco Software Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 1.8, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Medjet Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, neither the Exchange Payment Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Objective Systems Integrators Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, Parent, the Surviving Corporation Company nor any party other Party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock LLC Membership 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 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to the requirements of any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement (Ydi Wireless Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock, Parent Preferred Stock, Company Common Stock or Company Common 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
Samples: Merger Agreement (American Access Technologies Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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: Agreement and Plan of Reorganization (Appliedtheory Corp)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock ADSs or Company 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
No Liability. Notwithstanding anything to the contrary in this Section 1.71.07, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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: Agreement and Plan of Reorganization (Telcom Semiconductor Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto to this Agreement shall be liable to a holder of shares of Parent Common Stock or Company Common 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
Samples: Merger Agreement (Inktomi Corp)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Target 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 (Onvia Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Parent 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
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 3.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party Party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 (Infospace Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Preferred Stock or Company 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
No Liability. Notwithstanding anything to the contrary in this -------------- Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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
Samples: Agreement and Plan of Reorganization (Pharmafrontiers Corp)
No Liability. Notwithstanding anything to the contrary in this Section SECTION 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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: Agreement and Plan of Merger and Reorganization (Centennial Technologies Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.72.7, neither the Exchange Payment Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, Parent or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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
Samples: Agreement and Plan of Reorganization (Failure Group Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.08, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock, Company Preferred Stock or Company 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: Agreement and Plan of Reorganization (Vitesse Semiconductor Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 1.10, neither the Exchange Agent, Parent, Surviving Corporation I, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 (Realnetworks Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.7 and to the extent permitted by applicable law, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to to, or for any such shares (or dividends or distributions with respect thereto) delivered to, a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Speechworks International Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock, Merger Warrants, Company Common Stock or Company Common 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
Samples: Agreement and Plan of Merger (Cea Acquisition Corp)
No Liability. Notwithstanding anything to the contrary set forth in this Section 1.7Agreement, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, nor any party hereto shall be liable to a any holder of shares of Company Common Stock for any such shares of Parent Common Stock (or Company Common Stock for any amount dividends or distributions with respect thereto) or cash from the Exchange Fund properly paid delivered 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 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or rights to other Merger Consideration or of Company 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 (Macromedia Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6(g), neither the Exchange Paying Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Mediabin Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.4, neither none of the Parent, Company, Exchange Agent, Parentthe Escrow Agent, the Surviving Corporation nor or any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 (Tickets Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither none of the Parent, the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or other any party hereto hereto, or any officer, agent or representative thereof, shall be liable to a holder of shares of Parent Common Stock or Company Common 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 1.7, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
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No Liability. Notwithstanding anything to the contrary in this Section 1.72.07, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
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Samples: Merger Agreement (E Trade Group Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, the Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock, Company Common Stock or Company Common 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
Samples: Agreement and Plan of Reorganization (Sagent Technology Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto Party shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
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No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.
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No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, neither of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.
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No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.. 1.9
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Samples: Agreement and Plan of Reorganization (Peregrine Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.5, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock Ordinary Shares or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
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No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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: Agreement and Plan of Reorganization (Summit Design Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 3.6, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party Party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
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No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 3.6, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party Party hereto shall be liable to a holder of shares of Parent Common Stock or Surviving Corporation Common Stock, as the case may be, or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
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Samples: Agreement and Plan of Reorganization (Infospace Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 (Services Acquisition Corp. International)
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 1.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 (Probusiness Services Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 1.9, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
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Samples: Merger Agreement (Realnetworks Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Parent or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 (Starbase Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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
Samples: Agreement and Plan of Reorganization (Innovative Tech Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.02, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock, Company Common Stock or Company Common Series C Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
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No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Visx Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.6, neither the Exchange Agent, Parent, or the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
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No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither none of the Exchange Agent, Parent, the First-Step Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
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Samples: Agreement and Plan of Reorganization (Sonic Innovations Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.07, neither the Exchange Agent, Parent, Acquiror, the Surviving Corporation nor any party hereto their respective affiliates shall be liable to a holder of shares of the Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
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No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation Company nor CanCo nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
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