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

Termination of Exchange Fund; No Liability. At any time following the 12 month anniversary of the Effective Time, New Holdco shall be entitled to require the Exchange Agent to deliver to New Holdco any funds (including any interest received with respect thereto) or New Holdco Shares remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Exchange Agent’s routine administrative procedures, to holders of Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to the Surviving Corporation and New Holdco (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, including any dividends or other distributions on New Holdco Shares in accordance with Section 2.8(g) and any Fractional Share Consideration, payable upon due surrender of their Certificates or Book-Entry Shares and compliance with the procedures in Section 2.8(b), without any interest thereon. Notwithstanding the foregoing, (i) none of the Surviving Corporation, New Holdco or the Exchange 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 and

Termination of Exchange Fund; No Liability. At any time following the 12 month anniversary of twelve (12) months after the Effective Time, New Holdco Community shall be entitled to require the Exchange Agent to deliver to New Holdco it any funds (including any interest received with respect thereto) or New Holdco Shares remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Exchange Agent’s routine administrative procedures, to holders of Steuben Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to the Surviving Corporation and New Holdco Community (subject to abandoned property, escheat or other similar Laws) 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 2.6, and any dividends or other distributions on New Holdco Shares shares of Community Common Stock in accordance with Section 2.8(g) and any Fractional Share Consideration2.2(f), payable upon due surrender of their Steuben Certificates or Book-Entry Shares and compliance with the procedures in Section 2.8(b2.2(b), without any interest thereon. Notwithstanding the foregoing, (i) none of the Surviving Corporation, New Holdco or neither Community nor the Exchange Agent shall be liable to any holder of a Steuben 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 andLaw.

Termination of Exchange Fund; No Liability. At any time following the 12 month first (1st) anniversary of the Effective Time, New Holdco Parent shall be entitled to require the Exchange Agent to deliver to New Holdco it any funds (including any interest received with respect thereto) or New Holdco Shares remaining in the Exchange Fund that have not been disbursed, or for which disbursement to holders of Certificates or Book-Entry Shares is pending subject only to the Exchange Agent’s routine administrative procedures, to holders of Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to the Surviving Corporation and New Holdco Parent (subject to abandoned property, escheat or other similar Laws) 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 3.6, and any dividends or other distributions on New Holdco Shares shares of Parent Common Stock in accordance with Section 2.8(g) and any Fractional Share Consideration3.2(f), payable upon due surrender of their Certificates or Book-Entry Shares and compliance with the procedures in Section 2.8(b3.2(b), without any interest thereon. Notwithstanding the foregoing, (i) none of the Surviving Corporation, New Holdco Parent or the Exchange 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 andLaw.

Termination of Exchange Fund; No Liability. At any time following the 12 month first (1st) anniversary of the Effective Time, New Holdco Parent shall be entitled to require the Exchange Agent to deliver to New Holdco it any funds (including any interest received with respect thereto) or New Holdco Shares remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Exchange Agent’s routine administrative procedures, to holders of Certificates or Book-Entry Book­Entry Shares, and thereafter such holders shall be entitled to look only to the Surviving Corporation and New Holdco Parent (subject to abandoned property, escheat or other similar Laws) 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 3.6, and any dividends or other distributions on New Holdco Shares shares of Parent Common Stock in accordance with Section 2.8(g) and any Fractional Share Consideration3.2(f), payable upon due surrender of their Certificates or Book-Entry Book­Entry Shares and compliance with the procedures in Section 2.8(b3.2(b), without any interest thereon. Notwithstanding the foregoing, (i) none of the Surviving Corporation, New Holdco Parent or the Exchange 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 andLaw.

Termination of Exchange Fund; No Liability. At any time following the 12 month anniversary of six (6) months after the Effective Time, New Holdco the Surviving Entity shall be entitled to require the Exchange Paying Agent to deliver to New Holdco it any funds (including any interest received with respect thereto) or New Holdco Shares remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Exchange Paying Agent’s routine administrative procedures, to holders of Share Certificates or Book-Entry Uncertificated Shares, and thereafter such holders shall be entitled to look only to the Surviving Corporation Entity and New Holdco Parent (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, including any dividends or other distributions on New Holdco Shares in accordance with Section 2.8(g) a record date prior to the Effective Time which may have been authorized by the Company and any Fractional Share Considerationwhich remain unpaid at the Effective Time, payable upon due surrender of their Share Certificates or Book-Entry Uncertificated Shares and compliance with the procedures in Section 2.8(b3.2(b), without any interest thereon. Notwithstanding the foregoing, (i) none of the Surviving CorporationEntity, New Holdco Parent or the Exchange Paying Agent shall be liable to any holder of a Certificate Share Certificate, Uncertificated Share or Book-Entry Share ADS for any Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law andLaw.

Termination of Exchange Fund; No Liability. At any time following the 12 month anniversary of twelve (12) months after the Effective Time, New Holdco Community shall be entitled to require the Exchange Agent to deliver to New Holdco it any funds (including any interest received with respect thereto) or New Holdco Shares remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Exchange Agent’s 's routine administrative procedures, to holders of Merchants Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to the Surviving Corporation and New Holdco Community (subject to abandoned property, escheat or other similar Laws) 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 2.7, and any dividends or other distributions on New Holdco Shares shares of Community Common Stock in accordance with Section 2.8(g) and any Fractional Share Consideration2.3(f), payable upon due surrender of their Merchants Certificates or Book-Entry Shares and compliance with the procedures in Section 2.8(b2.3(b), without any interest thereon. Notwithstanding the foregoing, (i) none of the Surviving Corporation, New Holdco or neither Community nor the Exchange Agent shall be liable to any holder of a Merchants 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 andLaw.

Termination of Exchange Fund; No Liability. At any time following twelve (12) months after the 12 month anniversary of the First Effective Time, New Holdco Parent shall be entitled to require the Exchange Agent to deliver to New Holdco it any funds (including any interest received with respect thereto) or New Holdco Shares remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Exchange Agent’s routine administrative procedures, to holders of Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to the Surviving Corporation Company and New Holdco Parent (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, including any dividends or other distributions on New Holdco Shares amount payable in respect of Fractional Share Consideration in accordance with Section 2.8(g) 3.6, and any Fractional Share Considerationdividends or other Table of Contents distributions on shares of Parent Common Stock in accordance with Section 3.2(f), payable upon due surrender of their Certificates or Book-Entry Shares and compliance with the procedures in Section 2.8(b3.2(b), without any interest thereon. Notwithstanding the foregoing, (i) none of the Surviving CorporationCompany, New Holdco Parent or the Exchange 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 andLaw.

Termination of Exchange Fund; No Liability. At any time following twelve (12) months after the 12 month anniversary of the First Effective Time, New Holdco Parent shall be entitled to require the Exchange Agent to deliver to New Holdco it any funds (including any interest received with respect thereto) or New Holdco Shares remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Exchange Agent’s routine administrative procedures, to holders of Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to the Surviving Corporation Company and New Holdco Parent (subject to abandoned property, escheat or other similar Laws) 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 3.6, and any dividends or other distributions on New Holdco Shares shares of Parent Common Stock in accordance with Section 2.8(g) and any Fractional Share Consideration3.2(f), payable upon due surrender of their Certificates or Book-Entry Shares and compliance with the procedures in Section 2.8(b3.2(b), without any interest thereon. Notwithstanding the foregoing, (i) none of the Surviving CorporationCompany, New Holdco Parent or the Exchange 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 andLaw.

Termination of Exchange Fund; No Liability. At any time following the 12 month anniversary of twelve (12) months after the Effective Time, New Holdco Community shall be entitled to require the Exchange Agent to deliver to New Holdco it any funds (including any interest received with respect thereto) or New Holdco Shares remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Exchange Agent’s routine administrative procedures, to holders of Merchants Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to the Surviving Corporation and New Holdco Community (subject to abandoned property, escheat or other similar Laws) 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 2.7, and any dividends or other distributions on New Holdco Shares shares of Community Common Stock in accordance with Section 2.8(g) and any Fractional Share Consideration2.3(f), payable upon due surrender of their Merchants Certificates or Book-Entry Shares and compliance with the procedures in Section 2.8(b2.3(b), without any interest thereon. Notwithstanding the foregoing, (i) none of the Surviving Corporation, New Holdco or neither Community nor the Exchange Agent shall be liable to any holder of a Merchants 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 andLaw.