Common use of Termination of Exchange Fund; No Liability Clause in Contracts

Termination of Exchange Fund; No Liability. At any time following nine (9) months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of Certificates, and thereafter such holders shall be entitled to look only to Parent or the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, as applicable, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate or Book-Entry Share, as applicable, for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If Certificates or Book-Entry Shares, as applicable, are not surrendered prior to three (3) years after the Effective Time, unclaimed Merger Consideration payable with respect to such Shares shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following nine six (96) months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of CertificatesCertificates and Book-Entry Shares, and thereafter such holders shall be entitled to look only to Parent or the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, as applicable, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate or Book-Entry Share, as applicable, Share for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If Certificates or Book-Entry Shares, as applicable, Shares are not surrendered prior to three (3) years after the Effective Timetime such Certificates or Book-Entry shares would otherwise escheat to, or become Property of, any Governmental Entity, unclaimed Merger Consideration payable with respect to such Shares shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following nine twelve (912) months after the Effective Time, the Surviving Corporation shall will be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of CertificatesCertificates and Book-Entry Shares, and thereafter such holders shall will be entitled to look only to Parent or the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, as applicable, without any interest thereon. Notwithstanding the foregoingNonetheless, none of Parent, the Surviving Corporation nor the Paying Agent shall will be liable to any holder of a Certificate or Book-Entry Share, as applicable, Share for Merger Consideration delivered to a public official pursuant to in accordance with any applicable abandoned property, escheat or similar Law. If Certificates Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or Book-Entry Shares, as applicable, are not surrendered prior to three (3) years after the Effective Time, unclaimed Merger Consideration payable with respect to such Shares shallbecome property of any Governmental Authority shall become, to the extent permitted by applicable Law, become the property of the Surviving CorporationCorporation or its designee, free and clear of all claims or interest of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following nine twelve (912) months after the Effective Time, the Surviving Corporation shall Company will be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of CertificatesCertificates and Book-Entry Shares, and thereafter such holders shall will be entitled to look only to Parent or the Surviving Corporation Company (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, as applicable, without any interest thereon. Notwithstanding the foregoingNonetheless, none of Parent, the Surviving Corporation Company nor the Paying Agent shall will be liable to any holder of a Certificate or Book-Entry Share, as applicable, Share for Merger Consideration delivered to a public official pursuant to in accordance with any applicable abandoned property, escheat or similar Law. If Certificates Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or Book-Entry Shares, as applicable, are not surrendered prior to three (3) years after the Effective Time, unclaimed Merger Consideration payable with respect to such Shares shallbecome property of any Governmental Authority will become, to the extent permitted by applicable Law, become the property of the Surviving CorporationCompany or its designee, free and clear of all claims or interest of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following nine (9) 12 months after the Effective Time, the Surviving Corporation shall will be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of CertificatesCertificates and Book-Entry Shares, and thereafter such holders shall will be entitled to look only to Parent or the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, as applicable, without any interest thereon. Notwithstanding the foregoingNonetheless, none of Parent, the Surviving Corporation nor the Paying Agent shall will be liable to any holder of a Certificate or Book-Entry Share, as applicable, Share for Merger Consideration delivered to a public official pursuant to in accordance with any applicable abandoned property, escheat or similar Law. If Certificates Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or Book-Entry Shares, as applicable, are not surrendered prior to three (3) years after the Effective Time, unclaimed Merger Consideration payable with respect to such Shares shallbecome property of any Governmental Authority will become, to the extent permitted by applicable Law, become the property of the Surviving CorporationCorporation or its designee, free and clear of all claims or interest of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following nine one (91) months year after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of CertificatesCertificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to Parent or the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, as applicable, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate or Book-Entry Share, as applicable, for Merger Consideration delivered to a public official pursuant to and in compliance with any applicable abandoned property, escheat or similar Law. If Certificates or and Book-Entry Shares, as applicable, Shares are not surrendered prior to three (3) years after the Effective Timesuch time as such amounts would otherwise escheat to or become property of any Governmental Authority, unclaimed Merger Consideration payable with respect to such Shares shares of Company Common Stock shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following nine (9) months after the Company Merger Effective Time, the Surviving Corporation Entity shall be entitled to require the Paying Exchange Agent to deliver to it any funds (including any interest received with respect thereto) made available to remaining in the Paying Agent and Exchange Fund that have not disbursed (been disbursed, or for which disbursement is pending subject only to the Paying Exchange Agent’s routine administrative procedures) , to holders of Certificates, and thereafter such holders shall be entitled to look only to Parent or the Surviving Corporation Entity and Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.14, and any dividends or other distributions on Parent Common Shares in accordance with Section 2.9(f), or Preferred Merger Consideration, as applicable, payable upon due surrender of their Certificates or Book-Entry Shares, as applicableand compliance with the procedures in Section 2.9(b), without any interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation nor Entity, Parent or the Paying Exchange Agent or any of their respective Affiliates shall be liable to any holder of a Certificate or Book-Entry Sharefor any Merger Consideration, as applicable, for Preferred Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If Certificates or Book-Entry Shares, as applicable, are not surrendered prior to three (3) years after the Effective Time, unclaimed Merger Consideration payable with respect to such Shares shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following nine six (96) months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of Certificates, and thereafter such holders shall be entitled to look only to Parent or the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, as applicableCertificates, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate or Book-Entry Share, as applicable, for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If Certificates or Book-Entry Shares, as applicable, are not surrendered prior to three two (32) years after the Effective Time, unclaimed Merger Consideration payable with respect to such Shares shares of Company Common Stock shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following nine six (96) months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of Certificates, and thereafter such holders shall be entitled to look only to Parent or the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, as applicableCertificates, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate or Book-Entry Share, as applicable, for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If Certificates or Book-Entry Shares, as applicable, are not surrendered prior to three two (32) years after the Effective Time, unclaimed Merger Consideration payable with respect to such Shares shares of Company Capital Stock shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following nine six (96) months after the Effective Time, the Surviving Corporation shall will be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of CertificatesCertificates and Book-Entry Shares, and thereafter such holders shall will be entitled to look only to Parent or the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, as applicable, without any interest thereon. Notwithstanding the foregoingNonetheless, none of Parent, the Surviving Corporation nor the Paying Agent shall will be liable to any holder of a Certificate or Book-Entry Share, as applicable, Share for Merger Consideration delivered to a public official pursuant to in accordance with any applicable abandoned property, escheat or similar Law. If Certificates Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or Book-Entry Shares, as applicable, are not surrendered prior to three (3) years after the Effective Time, unclaimed Merger Consideration payable with respect to such Shares shallbecome property of any Governmental Authority shall become, to the extent permitted by applicable Law, become the property of the Surviving CorporationCorporation or its designee, free and clear of all claims or interest of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following nine twelve (912) months after the Effective Time, the Surviving Corporation Parent shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to remaining in the Paying Agent and Exchange Fund that have not disbursed (been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) , to holders of CertificatesCertificates or BookEntry Shares, and thereafter such holders shall be entitled to look only to Parent or the Surviving Corporation and Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, as applicableBookEntry Shares and in compliance with the procedures in Section 3.2(b), without any interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation nor Corporation, Parent or the Paying Agent shall be liable to any holder of a Certificate or Book-Entry Share, as applicable, BookEntry Share for any Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If Certificates Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or Book-Entry Shares, as applicable, are not surrendered prior to three (3) years after become the Effective Time, unclaimed Merger Consideration payable with respect to such Shares shallproperty of any Governmental Entity shall become, to the extent permitted by applicable Law, become the property of the Surviving CorporationCorporation or its designee, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following nine twelve (912) months after the Effective Time, the Surviving Corporation Parent shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to remaining in the Paying Agent and Exchange Fund that have not disbursed (been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) , to holders of CertificatesCertificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to Parent or the Surviving Corporation and Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, as applicableShares and in compliance with the procedures in Section 3.2(b), without any interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation nor Corporation, Parent or the Paying Agent shall be liable to any holder of a Certificate or Book-Entry Share, as applicable, Share for any Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If Certificates Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or Book-Entry Shares, as applicable, are not surrendered prior to three (3) years after become the Effective Time, unclaimed Merger Consideration payable with respect to such Shares shallproperty of any Governmental Entity shall become, to the extent permitted by applicable Law, become the property of the Surviving CorporationCorporation or its designee, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following nine six (96) months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to remaining in the Paying Agent and Exchange Fund that have not disbursed (been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) , to holders of CertificatesCertificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to Parent or the Surviving Corporation and Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, as applicableShares and compliance with the procedures in Section 2.2(b), without any interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation nor Corporation, Parent or the Paying Agent shall be liable to any holder of a Certificate or Book-Entry Share, as applicable, Share for any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If Certificates or Book-Entry Shares, as applicable, are not surrendered prior to three (3) years after To the Effective Time, unclaimed Merger Consideration payable with respect to such Shares shall, to the fullest extent permitted by applicable Law, immediately prior to the date any Merger Consideration would otherwise escheat to or become the property of any Governmental Entity, such Merger Consideration shall become the property of the Surviving Corporation, free and clear of all claims or interest of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following nine twelve (912) months after the Effective Time, the Surviving Corporation shall will be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of CertificatesCertificates and Book-Entry Shares, and thereafter such holders shall will be entitled to look only to Parent or the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration Closing Amount payable upon due surrender of their Certificates or Book-Entry Shares, as applicable, without any interest thereon. Notwithstanding the foregoingNonetheless, none of Parent, the Surviving Corporation nor the Paying Agent shall will be liable to any holder of a Certificate or Book-Entry Share, as applicable, Share for Merger Consideration Closing Amount delivered to a public official pursuant to in accordance with any applicable abandoned property, escheat or similar Law. If Certificates Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or Book-Entry Shares, as applicable, are not surrendered prior to three (3) years after the Effective Time, unclaimed Merger Consideration payable with respect to such Shares shallbecome property of any Governmental Authority will become, to the extent permitted by applicable Law, become the property of the Surviving CorporationCorporation or its designee, free and clear of all claims or interest of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following nine twelve (912) months after the Effective Time, the Surviving Corporation shall will be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of CertificatesCertificates and Book-Entry Shares, and thereafter such holders shall will be entitled to look only to Parent or the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, as applicable, without any interest thereon. Notwithstanding the foregoingNonetheless, none of Parent, the Surviving Corporation nor the Paying Agent shall will be liable to any holder of a Certificate or Book-Entry Share, as applicable, Share for Merger Consideration delivered to a public official pursuant to in accordance with any applicable abandoned property, escheat or similar Law. If Certificates or Book-Entry Shares, as applicable, Shares are not surrendered prior to three two (32) years after the Effective Time, unclaimed Merger Consideration payable with respect to such Shares shallwill, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following nine one (91) months year after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of CertificatesCertificates and Book-Entry Shares, and thereafter such holders shall be entitled to look only to Parent or and the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, as applicable, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate or Book-Entry Share, as applicable, Share for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If Certificates or Book-Entry Shares, as applicable, Shares are not surrendered prior to three two (32) years after the Effective Time, unclaimed Merger Consideration payable with respect to such Shares shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.