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

Termination of Exchange Fund; No Liability. At any time following six (6) 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 Book-Entry Shares, and thereafter such holders shall be entitled to look only to 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, 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 for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If Certificates or Book-Entry Shares are not surrendered prior to the time 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 six nine (69) 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 Book-Entry SharesCertificates, and thereafter such holders shall be entitled to look only to 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 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 Shares, as applicable, are not surrendered prior to two (2) years after the time such Certificates or Book-Entry shares would otherwise escheat to, or become Property of, any Governmental EntityEffective 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 six twelve (612) 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 Certificates and Book-Entry Shares, and thereafter such holders shall will be entitled to look only to 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, 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 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 are not surrendered prior to the Any amounts remaining unclaimed by such holders at such time at which such Certificates or Book-Entry shares amounts would otherwise escheat to, to or become Property of, property of any Governmental Entity, unclaimed Merger Consideration payable with respect to such Shares shallAuthority 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 six nine (69) 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 Book-Entry SharesCertificates, 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 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 Shares, as applicable, are not surrendered prior to three (3) years after the time such Certificates or Book-Entry shares would otherwise escheat to, or become Property of, any Governmental EntityEffective 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 six (6) 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 Certificates and Book-Entry Shares, and thereafter such holders shall will be entitled to look only to 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, 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 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 are not surrendered prior to the Any amounts remaining unclaimed by such holders at such time at which such Certificates or Book-Entry shares amounts would otherwise escheat to, to or become Property of, property of any Governmental Entity, unclaimed Merger Consideration payable with respect to such Shares shallAuthority 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 six twelve (612) 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 Certificates and Book-Entry Shares, and thereafter such holders shall will be entitled to look only to 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, 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 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 are not surrendered prior to the Any amounts remaining unclaimed by such holders at such time at which such Certificates or Book-Entry shares amounts would otherwise escheat to, to or become Property of, property of any Governmental Entity, unclaimed Merger Consideration payable with respect to such Shares shallAuthority 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 six nine (69) 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 Book-Entry SharesCertificates, and thereafter such holders shall be entitled to look only to 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 Sharesand 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 Share for any Merger Consideration, 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 are not surrendered prior to the time 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 six one (61) 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 Certificates and or Book-Entry Shares, and thereafter such holders shall be entitled to look only to 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, 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 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 are not surrendered prior to the such time as such Certificates or Book-Entry shares amounts would otherwise escheat to, to or become Property of, property of any Governmental EntityAuthority, 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 six (6) 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 Book-Entry SharesCertificates, and thereafter such holders shall be entitled to look only to 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 SharesCertificates, 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 for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If Certificates or Book-Entry Shares are not surrendered prior to two (2) years after the time such Certificates or Book-Entry shares would otherwise escheat to, or become Property of, any Governmental EntityEffective 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 six (6) 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 Book-Entry SharesCertificates, and thereafter such holders shall be entitled to look only to 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 SharesCertificates, 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 for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If Certificates or Book-Entry Shares are not surrendered prior to two (2) years after the time such Certificates or Book-Entry shares would otherwise escheat to, or become Property of, any Governmental EntityEffective 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 six twelve (612) 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 Certificates and Book-Entry Shares, and thereafter such holders shall will be entitled to look only to 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, 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 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 are not surrendered prior to two (2) years after the time such Certificates or Book-Entry shares would otherwise escheat to, or become Property of, any Governmental EntityEffective 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 six twelve (612) 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 Certificates and or Book-Entry Shares, and thereafter such holders shall be entitled to look only to 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 SharesShares 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 for any 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 are not surrendered prior to the Any amounts remaining unclaimed by such holders at such time at which such Certificates or Book-Entry shares amounts would otherwise escheat to, to or become Property of, the property of any Governmental Entity, unclaimed Merger Consideration payable with respect to such Shares shallEntity 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 six (6) 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 Certificates and or Book-Entry Shares, and thereafter such holders shall be entitled to look only to 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 SharesShares 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 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 are not surrendered To the fullest extent permitted by Law, immediately prior to the time such Certificates or Book-Entry shares date any Merger Consideration would otherwise escheat to, to or become Property of, the property of any Governmental Entity, unclaimed such Merger Consideration payable with respect to such Shares shall, to the extent permitted by applicable Law, 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 six twelve (612) 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 Certificates and Book-Entry or BookEntry Shares, and thereafter such holders shall be entitled to look only to 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 SharesBookEntry 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 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 or Book-Entry Shares are not surrendered prior to the Any amounts remaining unclaimed by such holders at such time at which such Certificates or Book-Entry shares amounts would otherwise escheat to, to or become Property of, the property of any Governmental Entity, unclaimed Merger Consideration payable with respect to such Shares shallEntity 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 six (6) 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 Certificates and Book-Entry Shares, and thereafter such holders shall will be entitled to look only to 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, 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 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 are not surrendered prior to the Any amounts remaining unclaimed by such holders at such time at which such Certificates or Book-Entry shares amounts would otherwise escheat to, to or become Property of, property of any Governmental Entity, unclaimed Merger Consideration payable with respect to such Shares shallAuthority 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 six twelve (612) 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 Certificates and Book-Entry Shares, and thereafter such holders shall will be entitled to look only to 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, 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 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 or Book-Entry Shares are not surrendered prior to the Any amounts remaining unclaimed by such holders at such time at which such Certificates or Book-Entry shares amounts would otherwise escheat to, to or become Property of, property of any Governmental Entity, unclaimed Merger Consideration payable with respect to such Shares shallAuthority 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 six twelve (612) 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 Certificates and or Book-Entry Shares, and thereafter such holders shall be entitled to look only to the Surviving Corporation and Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with 31344360_15 respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry SharesShares 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 for Merger Consideration properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If Certificates or Book-Entry Shares are not surrendered prior to the Any amounts remaining unclaimed by such holders at such time at which such Certificates or Book-Entry shares amounts would otherwise escheat to, to or become Property of, property of any Governmental Entity, unclaimed Merger Consideration payable with respect to such Shares shallAuthority shall become, to the extent permitted by applicable Law, become the property of the Surviving CorporationParent or its designee, free and clear of all claims or interest of any person Person previously entitled thereto.