Termination of Exchange. Any portion of the shares of Buyer Common Stock that remains undistributed to the Stockholders of Seller two (2) years after the Effective Time will be delivered to Buyer, upon demand, and all Stockholders of Seller who have not complied previously with this Section 1.3 thereafter will look only to Buyer for payment of their claim for shares of Buyer Common Stock and any dividend or distribution with respect to such shares of Buyer Common Stock.
Termination of Exchange. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Book-Entry Shares on the date that is 180 days after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Common Stock that were issued and outstanding immediately prior to the Merger who have not theretofore surrendered their Certificates or Book-Entry Shares representing such shares of Company Common Stock for exchange pursuant to the provisions of this Section 3.10 shall thereafter look solely to Parent, as general creditors thereof, for any claim to the applicable Merger Consideration to which such holders may be entitled pursuant to the provisions of this Article III. Any amounts remaining unclaimed by holders of Company Common Stock that were issued and outstanding immediately prior to the Merger two years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.
Termination of Exchange. Any certificates representing shares of AGH Common Stock deposited with the Exchange Agent pursuant to Section 2.2(a) and not exchanged within one year after the Effective Time pursuant to this Section 2.2 shall be returned by the Exchange Agent to AGH which shall thereafter act as Exchange Agent. All funds held by the Exchange Agent for payment to the holders of unsurrendered Certificates and unclaimed at the end of one year from the Effective Time shall be returned to AGH; after which time any holder of unsurrendered Certificates shall look only to AGH and be entitled to payment of such funds to which such holder may be due, subject to applicable law. AGH shall not be liable to any person for such shares or funds delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. As used in this Agreement, the term "PERSON" shall mean any natural person, corporation, general or limited partnership, limited liability company, joint venture, trust, association, unincorporated organization or entity of any kind.
Termination of Exchange. Any portion of the number of Parent Warrants or shares of Parent Common Stock that remains undistributed to the previous holders of Company Capital Stock one (1) year after the Effective Time, will be delivered to Parent (except for such shares of Parent Common Stock deposited into the escrow account under Section 1.8(i) of this Agreement) upon demand, and any stockholder of the Company who previously has not complied with this Section 1.8 will thereafter look only to Parent for receipt of Parent Warrants or Parent Common Stock and any dividend and distribution with respect to Parent Common Stock. Notwithstanding the foregoing, each of the previous holders of Company Capital Stock that has either waived or not properly exercised their rights of appraisal as described in Section 1.7, shall continue to have the right to receive the applicable number of shares of Parent Common Stock as may be required under this Agreement. (g)
Termination of Exchange. Any portion of the shares of 800 Xxxxxxxxx Xxxxxx Stock that remains undistributed to the holders of Voluntarily Exchanged Units or Automatically Exchanged Units one (1) year after the Effective Time will be delivered to 808 Renewable, upon demand, and all holders of Voluntarily Exchanged Units or Automatically Exchanged Units who have not complied previously with this Section 2.8 thereafter will look only to 808 Renewable for payment of their claim for shares of 800 Xxxxxxxxx Xxxxxx Stock and any dividend or distribution with respect to such shares of 800 Xxxxxxxxx Xxxxxx Stock.
Termination of Exchange. Any portion of the Exchange Fund that remains undistributed to the Stockholders of Seller one year after the Effective Time will be delivered to Buyer, upon demand, and all Stockholders of Seller who have not complied previously with this SECTION 1.3 thereafter will look only to Buyer for payment of their claim for Buyer Common Stock, cash for fractional shares and any dividend or distribution with respect to Buyer Common Stock.
Termination of Exchange. Fund Section 2.7 No Liability Section 2.8 Investment of the Exchange Fund Section 2.9 Lost Certificates Section 2.10 Withholding Rights Section 2.11 Further Assurances Section 2.12 Stock Transfer Books Section 2.13 Certain Adjustments
Termination of Exchange. Any holder of shares of BMP Common Stock who has not exchanged shares of BMP Common Stock for the First Merger Consideration in accordance with this Section 2.1(c)(iv) prior to six (6) months after the Effective Time shall thereafter look only to KORE (subject to abandoned property, escheat, or other similar Laws), as general creditors thereof, for payment of the First Merger Consideration without any interest. Any amounts remaining unclaimed by holders of shares of BMP Common Stock two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by applicable Law, the property of KORE free and clear of any claims or interest of any Person previously entitled thereto.
Termination of Exchange. The Exchange will terminate on or before November 15, 2005, the Closing Date of the offering. CONFIDENTIAL OFFERING MEMORANDUM OCTOBER 28, 2005
Termination of Exchange. Notwithstanding anything in this Agreement to the contrary, the Exchange may be terminated, and the transactions contemplated thereby may be abandoned at any time prior to 5:00 P.M. Pacific Standard Time on the fourth business day following the effective date of this Agreement (the "OZ Optional Termination Date") by the Preferred Stockholders in their sole discretion upon written notification. If the Exchange is so terminated by the Preferred Stockholders, the Exchange will forthwith become null and void and there will be no liability or obligation on the part of the Preferred Stockholders (or any of their respective representatives or affiliates) with respect to such Exchange.
