Termination of Exchange Agent Funding. Any portion of funds (including any interest earned thereon) or Parent Certificates held by the Exchange Agent which have not been delivered to holders of Company Certificates pursuant to this Article III within six months after the Effective Time shall promptly be paid or delivered, as appropriate, to Parent, and thereafter holders of Company Certificates who have not theretofore complied with the exchange procedures outlined in and contemplated by this Section 3.02 shall thereafter look only to Parent (subject to abandoned property, escheat and similar laws) only as general creditors thereof for their claim for shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions (with a record date after the Effective Time) with respect to Parent Common Stock to which they are entitled.
Appears in 11 contracts
Samples: Merger Agreement (Opticare Health Systems Inc), Merger Agreement (Vision Twenty One Inc), Merger Agreement (Doubleclick Inc)
Termination of Exchange Agent Funding. Any portion of funds (including any interest earned thereon) or Parent Certificates held by the Exchange Agent which have not been delivered to holders of Company Certificates pursuant to this Article III within six months after the Effective Time shall promptly be paid or delivered, as appropriate, to Parent, and thereafter holders of Company Certificates who have not theretofore complied with the exchange procedures outlined set forth in and contemplated by this Section 3.02 shall thereafter look only to Parent (subject to abandoned property, escheat and similar lawsLaws) only as general creditors thereof for their claim for shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions (with a record date after the Effective Time) with respect to Parent Common Stock to which they are entitled.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Messagemedia Inc), Merger Agreement (Messagemedia Inc), Merger Agreement (Doubleclick Inc)
Termination of Exchange Agent Funding. Any portion of funds (including any interest earned thereon) or Parent Certificates held by the Exchange Agent which have not been delivered to holders of Company Certificates pursuant to this Article III II within six months one year after the Effective Time shall promptly be paid or delivered, as appropriate, to Parent, and thereafter holders of Company Certificates who have not theretofore complied with the exchange procedures outlined set forth in and contemplated by this Section 3.02 2.2 shall thereafter look only to Parent (subject to abandoned property, escheat and similar lawsLaws) only as general creditors thereof for their claim for shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions (with a record date after the Effective Time) with respect to Parent Common Stock to which they are entitled.
Appears in 2 contracts
Samples: Merger Agreement (Fermavir Pharmaceuticals, Inc.), Merger Agreement (Inhibitex, Inc.)
Termination of Exchange Agent Funding. Any portion of funds (including any interest earned thereon) or Parent Certificates held by the Exchange Agent which have not been delivered to holders of Company Certificates pursuant to this Article III within six months after the Effective Time shall promptly be paid or delivered, as appropriate, to Parent, and thereafter holders of Company Certificates who have not theretofore complied with the exchange procedures outlined set forth in and contemplated by this Section 3.02 shall thereafter look only to Parent (subject to abandoned property, escheat and similar laws) only as general creditors thereof for their claim for shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions (with a record date after the Effective Time) with respect to Parent Common Stock to which they are entitled.
Appears in 2 contracts
Samples: Merger Agreement (Multex Com Inc), Agreement and Plan of Merger and Reorganization (Multex Com Inc)
Termination of Exchange Agent Funding. Any portion of funds (including any interest earned thereon) or Parent Certificates held by the Exchange Agent which have not been delivered to holders of Company Certificates pursuant to this Article III within six months after the Effective Time shall promptly be paid or delivered, as appropriate, to Parent, and thereafter holders of Company Certificates who have not theretofore complied with the exchange procedures outlined set forth in and contemplated by this Section 3.02 shall thereafter look only to Parent (subject to abandoned property, escheat and similar laws) only as general creditors thereof for their claim for shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions (with a record date after the Effective Time) with respect to the shares of Parent Common Stock to which they are entitled.
Appears in 2 contracts
Samples: Merger Agreement (Ariel Corp), Merger Agreement (Mayan Networks Corp/Ca)
Termination of Exchange Agent Funding. Any portion of funds (including any interest earned thereon) or Parent Certificates held by the Exchange Agent which have not been delivered to holders of Company Certificates pursuant to this Article III within six (6) months after the Effective Time shall promptly be paid or delivered, as appropriate, to Parent, and thereafter holders of Company Certificates who have not theretofore complied with the exchange procedures outlined set forth in and contemplated by this Section 3.02 3.2 shall thereafter look only to Parent (subject to abandoned property, escheat and similar lawsLaws) only as general creditors thereof for their claim for shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions (with a record date after the Effective Time) with respect to Parent Common Stock to which they are entitled.
Appears in 1 contract
Samples: Merger Agreement (Sopheon PLC)
Termination of Exchange Agent Funding. Any portion of funds (including any interest earned thereon) or Parent Certificates parent certificates held by the Exchange Agent exchange agent which have not been delivered to holders of Company Certificates company certificates pursuant to this Article III article iii within six months after the Effective Time effective time shall promptly be paid or delivered, as appropriate, to Parentparent, and thereafter holders of Company Certificates company certificates who have not theretofore complied with the exchange procedures outlined in and contemplated by this Section section 3.02 shall thereafter look only to Parent parent (subject to abandoned property, escheat and similar laws) only as general creditors thereof for their claim for shares of Parent Common Stockparent common stock, any cash in lieu of fractional shares of Parent Common Stock parent common stock and any dividends or distributions (with a record date after the Effective Timeeffective time) with respect to Parent Common Stock parent common stock to which they are entitled.
Appears in 1 contract
Termination of Exchange Agent Funding. Any portion of funds (including any interest earned thereon) or Parent Certificates held by the Exchange Agent which have not been delivered to holders of Company Certificates pursuant to this Article III within six (6) months after the Effective Time shall promptly be paid or delivered, as appropriate, to Parent, and thereafter holders of Company Certificates who have not theretofore complied with the exchange procedures outlined set forth in and contemplated by this Section 3.02 shall thereafter look only to Parent (subject to abandoned property, escheat and similar laws) only as general creditors thereof for their claim for shares of Parent Common StockShares, any cash in lieu of fractional shares of Parent Common Stock Shares and any dividends or distributions (with a record date after the Effective Time) with respect to Parent Common Stock Shares to which they are entitled.
Appears in 1 contract
Termination of Exchange Agent Funding. Any portion of funds (including any interest earned thereon) or New Parent Certificates held by the Exchange Agent which have not been delivered to holders of Company Certificates pursuant to this Article III within six months after the Effective Time shall promptly be paid or delivered, as appropriate, to New Parent, and thereafter holders of Company Certificates who have not theretofore complied with the exchange procedures outlined set forth in and contemplated by this Section 3.02 shall thereafter look only to New Parent (subject to abandoned property, escheat and similar lawsLaws) only as general creditors thereof for their claim for shares of New Parent Common Stock, including any cash in lieu fractional share of fractional shares of New Parent Common Stock to which such holder is entitled pursuant to Section 3.04 and any dividends or distributions (with a record date after the Effective Time) with respect to New Parent Common Stock to which they are entitled.
Appears in 1 contract
Samples: Merger Agreement (Itxc Corp)
Termination of Exchange Agent Funding. Any portion of funds (including any interest earned thereon) or Parent Certificates held by the Exchange Agent which have not been delivered to holders of Company Certificates pursuant to this Article III within six months after the Effective Time shall promptly be paid or delivered, as appropriate, to Parent, and thereafter holders of Company Certificates who have not theretofore complied with the exchange procedures outlined set forth in and contemplated by this Section 3.02 shall thereafter look only to Parent (subject to abandoned property, escheat and similar laws) only as general creditors thereof for their claim for shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions (with a record date after the Effective Time) with respect to Parent Common Stock to which they are entitled.
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