Common use of Termination of Exchange Fund Clause in Contracts

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate who has not theretofore complied with this Article 3 shall thereafter look only to Parent, as general unsecured creditors thereof, for payment of its claim for Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for or Book-Entry Shares six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate or a Book-Entry Share who has not theretofore previously complied with this Article 3 Section 3.2 prior to the end of such six (6) month period shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to ParentParent for, as general unsecured creditors thereofand Parent shall remain liable for, for payment of its their claim for Merger ConsiderationParent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to ParentParent for, as general unsecured creditors thereofand, subject to Section 2.03(g), Parent shall remain liable for payment of its their claim for the Merger Consideration, certain dividends and other distributions in accordance with Section 2.03(c) and any cash in lieu of any fractional Parent Shares in accordance with Section 2.03(e).

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 2 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration, any dividends or distributions with respect to Parent Common Stock and any cash in lieu of any fractional shares of Parent Common Stock.

Termination of Exchange Fund. Any At the request of Parent, any portion of the Exchange Fund that which remains undistributed to or unclaimed on the holders of the Certificates for date that is six (6) months after immediately following the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied surrendered Certificates in compliance with this Article 3 Section 3.9 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger ConsiderationConsideration payable in respect thereto pursuant to Section 3.7(b).

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six (6) months after the Effective Time shall be delivered by the Paying Agent to Parent, upon demand, and any holder of a Certificate who has not theretofore complied with this Article 3 III shall thereafter look only to ParentParent for payment of the Merger Consideration, as but shall have no greater rights against Parent than may be accorded to general unsecured creditors thereof, for payment of its claim for Merger ConsiderationParent under applicable Law.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, Parent and any holder holders of a Certificate shares of Company Common Stock or Company Stock Options prior to the Merger who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, Parent and only as general unsecured creditors thereof, thereof for payment of its claim for the Merger Consideration or the Option Merger Consideration, as applicable.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months one year after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Considerationthe shares of Parent Common Stock and cash and dividends or other distributions, if any, pursuant to this Article II.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates or Book-Entry Shares for six nine (9) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate such holders prior to the Merger who has have not theretofore complied with this Article 3 III shall thereafter look only to Parent, Parent as general unsecured creditors thereof, creditor thereof for payment of its claim their claims for Merger Considerationcash, without interest, to which such holders may be entitled.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates or Book-Entry Shares for six months one (1) year after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate such holders prior to the Merger who has have not theretofore complied with this Article 3 III shall thereafter look only to Parent, Parent as general unsecured creditors thereof, creditor thereof for payment of its claim their claims for Merger Considerationcash, without interest, to which such holders may be entitled.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 2 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Certificates on the Certificates for six date that is nine (9) months after the Effective Time shall be delivered to Parentshall, upon demand, be delivered by the Paying Agent to Parent, and any holder of a Certificate who has not theretofore complied with this Article 3 III shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger Consideration, but shall have no greater rights against Parent than may be accorded to a general unsecured creditor of Parent under applicable Law.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates or Book-Entry Shares for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate such holders prior to the Merger who has have not theretofore complied with this Article 3 III shall thereafter look only to Parent, Parent as general unsecured creditors thereof, creditor thereof for payment of its claim their claims for Merger Considerationcash, without interest, to which such holders may be entitled.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 III shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Uncertificated Shares for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates or Uncertificated Shares who has have not theretofore complied with this Article 3 2 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months 180 days after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 2 shall thereafter look only to ParentParent (subject to abandoned property, escheat or similar Laws, as general unsecured creditors thereof, ) for payment of its their claim for Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger ConsiderationConsideration and Outstanding Dividends with respect to such Certificates.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration, any dividends or distributions with respect to Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Common Stock Options for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock.

Termination of Exchange Fund. Any At the request of Parent, any portion of the Exchange Fund that which remains undistributed to or unclaimed on the holders of the Certificates for date that is six (6) months after immediately following the Effective Time shall be delivered to Parent, upon demandParent or its designee, and any holder holders of a Certificate the Certificates who has have not theretofore complied surrendered Certificates in compliance with this Article 3 Section 3.9 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger ConsiderationConsideration payable in respect thereto pursuant to Section 3.7(b).

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six on the date that is nine (9) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate who has not theretofore complied with this Article 3 Section 2 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger ConsiderationConsideration with respect to the Company Common Shares formerly represented thereby in accordance with Section 2.1, but only as general unsecured creditors thereof.

Termination of Exchange Fund. Any Without limiting Parent's right to receive interest and other income in respect of the Exchange Fund as described in Section 2.02(g), any portion of the Exchange Fund that remains undistributed to unclaimed by the holders of the Certificates for six twelve months after the Effective Time shall be delivered by the Paying Agent to Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates who has not theretofore complied with this Article 3 ARTICLE II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the applicable Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Uncertificated Shares for six nine months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates or Uncertificated Shares who has have not theretofore complied with this Article 3 2 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the Merger Consideration, and any dividends or distributions pursuant to Section 2.2(c).

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the applicable Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months or Uncertificated Shares one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates or Uncertificated Shares who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the Merger Consideration, and any dividends or distributions pursuant to Section 2.2(d).

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six twelve months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the Merger Consideration, any dividends or other distributions with respect to Parent ADSs and any cash in lieu of fractional Parent ADSs in accordance with this Article II.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Company Certificates pursuant to this Article III for six months after the Effective Time shall promptly be delivered paid to Parent, upon demand, and any holder thereafter holders of a Certificate Company Certificates who has have not theretofore complied with the exchange procedures outlined in and contemplated by this Article 3 Section 3.02 shall thereafter look only to ParentParent (subject to abandoned property, escheat and similar laws) only as general unsecured creditors thereof, for payment thereof with respect to any Merger Consideration that may be payable upon due surrender of its claim for Merger Considerationthe Company Certificates held by them.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to ParentParent for, as general unsecured creditors thereofand, for subject to Section 2.03(g), Parent shall remain liable for, payment of its their claim for the Merger Consideration, certain dividends and other distributions in accordance with Section 2.03(c) and any cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e).

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates or Book-Entry Shares for six twelve (12) months after the Effective Time shall be delivered to Parent, or its designee, upon demand, and any holder of a Certificate such holders prior to the Merger who has have not theretofore complied with this Article 3 III shall thereafter look only to Parent, or such designee, as general unsecured creditors thereof, creditor thereof for payment of its claim their claims for Merger Considerationcash, without interest, to which such holders may be entitled.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to ParentParent for, as general unsecured creditors thereofand Parent shall be liable for, for payment of its claim for the Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall will be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 shall III will thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.

Termination of Exchange Fund. Any Without limiting Parent’s right to receive interest and other income in respect of the Exchange Fund as described in Section 2.02(g), any portion of the Exchange Fund that remains undistributed to unclaimed by the holders of the Certificates for six twelve months after the Effective Time shall be delivered by the Paying Agent to Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates who has not theretofore complied with this Article 3 ARTICLE II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the applicable Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate who has not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock as contemplated by this Article II.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six (6) months after the Effective Time shall shall, at the request of Parent, be delivered to Parent or otherwise on the instruction of Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied surrendered such Certificates in compliance with this Article 3 Section 1.7 shall thereafter after such delivery to Parent look only to ParentParent for the Merger Consideration pursuant to Section 1.6(a), as general unsecured creditors thereof, for payment with respect to the shares of its claim for Merger ConsiderationNovadigm Common Stock formerly represented thereby.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon on demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Book-Entry Shares for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate Certificates or Book-Entry Shares who has not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent (subject to Section 2.4(e)) for payment of its claim for the Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the Merger Consideration, and any dividends or distributions pursuant to Section 2.2(c).

Termination of Exchange Fund. Any portion of the Exchange Fund that ---------------------------- remains undistributed to the holders of the Certificates for six twelve months after the Effective Time shall be delivered by the Paying Agent to the Parent, upon demand, and any holder of a Certificate who has not theretofore complied with this Article 3 III shall thereafter look only to Parentthe Parent for payment of the Merger Consideration, as but shall have no greater rights against the Parent than may be accorded to general unsecured creditors thereof, for payment of its claim for Merger Considerationthe Parent under applicable law.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months 180 days after the Effective Time shall be delivered to Parent, upon demanddemand therefor, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 Section 2.2 shall thereafter look only to ParentParent for the Merger Consideration payable in respect of such shares of Company Common Stock, as general unsecured creditors thereof, for payment of its claim for Merger Considerationwithout any interest thereon.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Company Certificates for six months after the Effective Time shall will be delivered to Parent, upon demand, and any holder holders of a Certificate Company Certificates who has have not theretofore complied with this Article 3 shall II may thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationConsideration and any dividends or distributions, if any, with respect to Parent Common Stock.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger Consideration.certificates evidencing Parent Common Stock,

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six twelve months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 II shall thereafter look as a general creditor only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger Considerationthe shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock to which they are entitled.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months Certificates, Uncertificated Shares or Non-Employee Equity Awards one year after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate such holders who has have not theretofore complied with this Article 3 shall 2 will thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger Considerationthe consideration therefor specified in this Article II.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Certificates or Uncertificated Shares on the Certificates for six date that is 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate or Uncertificated Share who has not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger ConsiderationConsideration and any dividends or distributions with respect to the Company Common Stock as contemplated by this Article II.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Considerationwith respect to Parent Common Stock or any dividends or distributions with respect to Parent Common Stock.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to unclaimed by the holders of the Certificates for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 shall thereafter look only to ParentParent (subject to abandoned property, escheat or similar Laws, as general unsecured creditors thereof, ) for payment of its their claim for Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationParent Ordinary Shares and any cash in lieu of fractional Parent Ordinary Shares. In no event shall Parent be deemed to have any ownership interest in any portion of the Exchange Fund held by Parent.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates or Book-Entry Shares for six twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation or Parent, as directed by Parent, upon demand, and any holder of a Certificate such holders prior to the Merger who has have not theretofore complied with this Article 3 III shall thereafter look only to Parent, Parent as general unsecured creditors thereof, creditor thereof for payment of its claim their claims for Merger Considerationcash, without interest, to which such holders may be entitled.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate Certificates or Book-Entry Shares who has not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that ---------------------------- which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to ParentParent for certificates evidencing Parent Common Stock, as general unsecured creditors thereof, for payment any cash in lieu of its claim for Merger Considerationfractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.

Termination of Exchange Fund. Any Without limiting Parent’s right to receive interest and other income in respect of the Exchange Fund pursuant to Section 2.02(g), any portion of the Exchange Fund that remains undistributed to unclaimed by the holders of the Certificates for six months 180 days after the Effective Time shall be delivered by the Paying Agent to Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates who has not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the applicable Merger ConsiderationConsideration (subject to the terms of this Agreement and abandoned property, escheat and other similar Laws).

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Certificates on the Certificates for six months date that is 180 days after the Effective Time shall be delivered to Parent, upon demand, and after the 180 days, any holder of a Certificate who has not theretofore previously complied with this Article 3 Section 2.2 shall thereafter look only to ParentParent (subject to abandoned property, as general unsecured creditors thereof, escheat and similar laws) for payment of its claim for Merger ConsiderationConsideration without interest.

Termination of Exchange Fund. Any portion of the Exchange Fund that which ---------------------------- remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time of the Merger shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationParent Stock, any cash in lieu of fractional shares of Parent Stock and any dividends or distributions with respect to Parent Stock.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Certificates on the Certificates for six months after twelve (12)-month anniversary of the Effective Time shall be delivered to Parentshall, upon demand, be delivered by the Paying Agent to Parent, and any holder of a Certificate who has not theretofore complied with this Article 3 IV shall thereafter look only to ParentParent for payment of the Merger Consideration, as but shall have no greater rights against Parent than may be accorded to general unsecured creditors thereof, for payment of its claim for Merger ConsiderationParent under applicable Law.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 2 shall thereafter look only to ParentParent (subject to abandoned property, escheat or similar Laws, as general unsecured creditors thereof, ) for payment of its their claim for Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six twelve months after the Effective Time shall be delivered by the Paying Agent to the Parent, upon demand, and any holder of a Certificate who has not theretofore complied with this Article 3 III shall thereafter look only to Parentthe Parent for payment of the Merger Consideration, as but shall have no greater rights against the Parent than may be accorded to general unsecured creditors thereof, for payment of its claim for Merger Considerationthe Parent under applicable law.

Termination of Exchange Fund. Any portion of the Exchange ---------------------------- Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to ParentPARENT, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 shall thereafter look only to ParentPARENT for, as general unsecured creditors thereofand PARENT shall remain liable for, for payment of its their claim for the Merger Consideration, any cash in lieu of fractional shares of PARENT Common Stock and any dividends or distributions with respect to PARENT Common Stock.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six twelve months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate who has Certificates that have not theretofore complied with this Article 3 III shall thereafter look only to Parent, and only as general unsecured creditors thereof, for payment of its their claim for any Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock provided for in Section 3.1(c).

Termination of Exchange Fund. Any portion of the Exchange Fund that ---------------------------- which remains undistributed to the holders of the Certificates for six months 180 days after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate who has Certificates that have not theretofore complied with this Article 3 III shall thereafter look only to Parent, and only as general unsecured creditors thereof, for payment of its their claim for any Merger Consideration, any cash in lieu of fractional shares of Common Stock and any dividends or distributions with respect to Common Stock provided for in Section 3.1(c).

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for Shareholders six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate former Shareholders who has have not theretofore previously complied with this Article 3 Section 3.03 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Uncertificated Shares for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates or Uncertificated Shares who has have not theretofore complied with this Article 3 2 shall thereafter look only to Parent, the Surviving Corporation and only as a general unsecured creditors thereof, creditor for payment of its their claim for Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for Securityholders six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate Securityholders who has have not theretofore previously complied with this Article 3 Section 2.8 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the Upfront Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months 180 days after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate who has Certificates that have not theretofore complied with this Article 3 III shall thereafter look only to Parent, and only as general unsecured creditors thereof, for payment of its their claim for any Merger Consideration, any cash in lieu of fractional shares of Common Stock and any dividends or distributions with respect to Common Stock provided for in Section 3.1(c).

Termination of Exchange Fund. Any portion of the Exchange Fund that ---------------------------- which remains undistributed to the holders of the Certificates for six months 180 days after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate who has Certificates that have not theretofore complied with this Article 3 III shall thereafter look only to Parent, and only as general unsecured creditors thereof, for payment of its their claim for any Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock provided for in Section 3.1(c).

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 shall thereafter look only to ParentParent (subject to abandoned property, escheat or similar Laws, as general unsecured creditors thereof, ) for payment of its their claim for Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months or Uncertificated Shares one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates or Uncertificated Shares who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the Merger Consideration, and any dividends or distributions pursuant to Section 2.2(d) .

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for or Book-Entry Shares six (6) months after the Effective Time shall shall, at the request of Parent, be delivered to Parent, upon demand, and any holder of a Certificate who has not theretofore complied Person entitled to payment in accordance with this Article 3 I shall thereafter be entitled to look only to Parent, Parent solely as general unsecured creditors thereof, for payment of its claim for any cash (which shall not accrue interest) payable to such Person pursuant to Section 1.6(a) as Merger ConsiderationConsideration with respect to the Company Shares held by such Person.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Uncertificated Shares for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates or Uncertificated Shares who has have not theretofore complied with this Article 3 2 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any deposit of the Exchange Fund) that remains undistributed to the holders unclaimed as of the Certificates for date that is six (6) months after the Effective Time Closing Date shall be delivered to Parent, upon demand, and any . Any holder of a Certificate Eligible Shares who has not theretofore complied with this Article 3 III shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment delivery of its claim for the Merger ConsiderationConsideration that such holder has the right to receive pursuant to this Article III.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six on the date that is nine months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate who has not theretofore complied with this Article 3 Section 2 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger Consideration, but only as general unsecured creditors thereof.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six nine months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 ARTICLE II shall thereafter look only to ParentParent for, as general unsecured creditors thereofand Parent shall remain liable for, for payment of its their claim for Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Certificates on the Certificates for six months after six-month anniversary of the Effective Time shall be delivered to Parentshall, upon demand, be delivered by the Paying Agent to Parent, and any holder of a Certificate who has not theretofore complied with this Article 3 III shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger Consideration, but shall have no greater rights against Parent than may be accorded to a general unsecured creditor of Parent under applicable Law.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent (and Parent shall assume and perform the obligations of the Exchange Agent) for payment of its their claim for the applicable Merger ConsiderationConsideration with respect thereto, any dividends or distributions with respect to Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months one (1) year after the Effective Time shall be delivered to Parent, upon demand, Parent and any holder holders of a Certificate Shares prior to the Merger who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, Parent and only as general unsecured creditors thereof, thereof for payment of its claim for Merger Considerationthe Per Share Amount.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 ARTICLE III shall thereafter look only to ParentParent for, as general unsecured creditors thereofand Parent shall remain liable for, for payment of its their claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Shares pursuant to Section 3.2(c).

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any deposit of the Exchange Fund) that remains undistributed to the holders unclaimed as of the Certificates for six date that is twelve (12) months after the Effective Time Closing Date shall be delivered to Parent, upon demand, and any . Any holder of a Certificate Eligible Shares who has not theretofore complied with this Article 3 III shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment delivery of its claim for the Merger ConsiderationConsideration that such holder has the right to receive pursuant to this Article III.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Uncertificated Shares for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate or Uncertificated Share who has not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent common stock as contemplated by this Article II.