Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 7 contracts
Samples: Merger Agreement (Kroger Co), Merger Agreement (Harris Teeter Supermarkets, Inc.), Merger Agreement (Reliance Steel & Aluminum Co)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 6 contracts
Samples: Merger Agreement (Ancestry.com Inc.), Merger Agreement (Fiserv Inc), Merger Agreement (PharmaNet Development Group Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders stockholders of Shares for six the Company on the date that is twelve (12) months after the Effective Time Closing Date shall be delivered to the Surviving Corporation Corporation, upon demand, and any former holders common stockholders or preferred stockholder of Shares the Company who have not surrendered their Shares in accordance with this Section 2.2 theretofore received the full Merger Consideration, without interest thereon, shall thereafter look only to the Surviving Corporation and Parent for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Sharessuch amounts.
Appears in 6 contracts
Samples: Merger Agreement, Merger Agreement (Albertsons Companies, Inc.), Merger Agreement (Kroger Co)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CGEA Investor, Inc.), Merger Agreement (BMCA Acquisition Sub Inc.), Merger Agreement (Elkcorp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months 180 days after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 3.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger ConsiderationOffer Price, without any interest thereon, upon due surrender of their Shares.
Appears in 4 contracts
Samples: Merger Agreement (Bankrate, Inc.), Merger Agreement (Bankrate Inc), Merger Agreement (Bankrate Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six nine (9) months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 4 contracts
Samples: Merger Agreement (Triquint Semiconductor Inc), Merger Agreement (Vestar Capital Partners v L P), Merger Agreement (Radiation Therapy Services Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares Former Holders for six twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares Former Holders who have not surrendered their Shares in accordance with this executed and delivered the documentation required pursuant to Section 2.2 2.1(b) shall thereafter look only to the Surviving Corporation for payment of their claim for portion of the Aggregate Closing Merger ConsiderationConsideration pursuant to Section 2.1(a) less any applicable withholding Taxes, without any interest thereon, upon due surrender of their Shares.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (NewPage Holdings Inc.), Merger Agreement (Verso Paper Corp.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 3.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 3 contracts
Samples: Merger Agreement (Span America Medical Systems Inc), Merger Agreement (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (Dionex Corp /De)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one (1) year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Varian Medical Systems Inc), Merger Agreement, Merger Agreement (Dresser-Rand Group Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Certificates or Book-Entry Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Certificates or Book-Entry Shares.
Appears in 3 contracts
Samples: Merger Agreement (Egl Inc), Merger Agreement (Egl Inc), Merger Agreement (Crane James R)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that which remains undistributed to the former holders of Shares Company Common Stock for six months after the Effective Time shall be delivered to the Surviving Corporation Acquiror, upon demand, and any former such holders of Shares Company Common Stock who have not surrendered their Shares in accordance theretofore complied with the provisions of this Section 2.2 7.2 shall thereafter look only to Acquiror and the Surviving Corporation for payment the cash to which they are entitled pursuant to Section 2.1(b) subject to the provisions of their claim for Section 2.1(e) (regarding the Merger Considerationcontinuation of vesting and repurchase rights), without any interest thereon, upon due surrender of their Shares.
Appears in 3 contracts
Samples: Merger Agreement (Symantec Corp), Merger Agreement (Altiris Inc), Merger Agreement (Symantec Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereofinterest and other income received with respect thereto) that remains undistributed to the former holders of Shares for six months Company Stockholders on the date 180 days after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders holder of Company Common Shares who have has not surrendered their Shares in accordance with theretofore received any applicable Merger Consideration to which such Company Stockholder is entitled under this Section 2.2 Article III shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Sharesclaims with respect thereto and only as a general creditor thereof.
Appears in 3 contracts
Samples: Merger Agreement (Ivillage Inc), Merger Agreement (Promotions Com Inc), Merger Agreement (Ivillage Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains remaining undistributed to the former holders of Shares for six months after the Effective Time shall be delivered to the Surviving Corporation upon demandor as the Surviving Corporation directs, and thereafter any former holders holder of Company Shares who have did not surrendered their Shares in accordance comply with this Section 2.2 Article 2 prior to such delivery shall thereafter look only look, as a general creditor, solely to the Surviving Corporation for payment of their claim for the Merger ConsiderationConsideration payable in respect of those shares (subject to abandoned property, without any interest thereon, upon due surrender of their Sharesescheat and similar Laws).
Appears in 2 contracts
Samples: Merger Agreement (Medsolutions Inc), Agreement and Plan of Merger (Eriksen Rochelle K.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that which remains undistributed to the former holders of the Certificates or Book-Entry Shares for six twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation Corporation, upon demand, and any former such holders of Shares shares of Company Common Stock prior to the Merger who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article III shall thereafter look only to the Surviving Corporation Corporation, as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereoninterest, upon due surrender of their Sharesto which such holders may be entitled.
Appears in 2 contracts
Samples: Merger Agreement (Discover Financial Services), Merger Agreement (Student Loan Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Certificates or Uncertificated Shares for six months one (1) year after the Effective Time shall be delivered to the Surviving Corporation Corporation, upon demanddemand to hold as bare trustee, and any former such holders of Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 shall ARTICLE 2 will thereafter look only to the Surviving Corporation for payment of their claim for the Merger ConsiderationTransaction Consideration (subject to abandoned property, without any interest thereon, upon due surrender of their Sharesescheat or other similar Laws).
Appears in 2 contracts
Samples: Credit Agreement (RhythmOne PLC), Agreement and Plan of Merger and Reorganization (YuMe Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one year after the Effective Time shall will be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Book-Entry Shares in accordance with this Section 2.2 shall will thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 2 contracts
Samples: Merger Agreement (Eastman Chemical Co), Agreement and Plan of Merger (TAMINCO Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereofof the Exchange Fund) that remains undistributed to unclaimed by the former holders of Shares for six months 180 days after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders Corporation. Any holder of Shares (other than Excluded Shares) who have has not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article IV shall thereafter look only to the Surviving Corporation for payment of their claim for the Per Share Merger Consideration, without any interest thereon, upon due surrender of their Shares.Consideration (after
Appears in 2 contracts
Samples: Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Optimer Pharmaceuticals Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six (6) months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders holder of Shares who have has not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article III shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or similar Applicable Law) for payment of their its claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 2 contracts
Samples: Merger Agreement (Illinois Tool Works Inc), Merger Agreement (Click Commerce Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Sharesshares.
Appears in 2 contracts
Samples: Merger Agreement (Ceridian Corp /De/), Merger Agreement (Comdata Network, Inc. Of California)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Sharesshares.
Appears in 2 contracts
Samples: Merger Agreement (McClatchy Co), Merger Agreement (Knight Ridder Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares Shares, Company Stock Options or Company Stock-Based Awards for six (6) months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article II shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 2 contracts
Samples: Merger Agreement (Rohm & Haas Co), Merger Agreement (Dow Chemical Co /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article III shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and the Surviving Corporation shall remain liable for payment of their claim for such holder’s portion of the aggregate Merger Consideration, without any interest thereon, Consideration upon due surrender of their Shares.
Appears in 2 contracts
Samples: Merger Agreement (Essilor International /Fi), Merger Agreement (FGX International Holdings LTD)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares shares of Company Common Stock for six months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares shares of Company Common Stock who have not surrendered their Shares shares of Company Common Stock in accordance with this Section 2.2 1.8 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, Consideration without any interest thereon, upon due surrender of their Sharesshares.
Appears in 2 contracts
Samples: Merger Agreement (American Capital Strategies LTD), Merger Agreement (Merisel Inc /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that which remains undistributed to the former holders of Shares for Shareholders six months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares Shareholders who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article 4 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 2 contracts
Samples: Merger Agreement (Official Payments Holdings, Inc.), Merger Agreement (Aci Worldwide, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that which remains undistributed to the former holders shareholders of Shares the Company for six months after the Effective Time shall be delivered to the Surviving Corporation Corporation, upon demand, and any former holders of Shares Company Common Stock who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article II shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger ConsiderationAcquirer Common Stock, without any interest thereon, upon due surrender cash in lieu of their Sharesfractional shares of Acquirer Common Stock and any dividends or distributions with respect to Acquirer Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (BBCN Bancorp Inc), Merger Agreement (BBCN Bancorp Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that which remains undistributed to the former holders shareholders of Shares the Seller for six months after the Effective Time shall be delivered to the Surviving Corporation Company, upon demand, and any former holders shareholders of Shares the Seller who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article I shall thereafter look only to the Surviving Corporation for payment Company to claim their shares of their claim for the Merger ConsiderationCompany Common Stock, any cash in lieu of fractional shares of Company Common Stock and any dividends or distributions with respect to Company Common Stock, in each case without any interest thereon, upon due surrender of their Sharesand subject to Section 1.8(g).
Appears in 2 contracts
Samples: Merger Agreement (Marshall & Ilsley Corp/Wi/), Merger Agreement (Advantage Bancorp Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares or Company Stock Options for six months one (1) year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article II shall thereafter look only to the Surviving Corporation Parent for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 2 contracts
Samples: Merger Agreement (W R Grace & Co), Merger Agreement (Synthetech Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Public Shares for six months 90 days after the Effective Time shall be delivered to the Surviving Corporation Company upon demand, and any former holders of Public Shares who have not surrendered their Public Shares in accordance with this Section 2.2 4.2 shall thereafter look only to the Surviving Corporation Company for payment of their claim for the Merger Share Exchange Consideration, without any interest thereon, upon due surrender of their Public Shares.
Appears in 2 contracts
Samples: Share Exchange Agreement (Res Care Inc /Ky/), Share Exchange Agreement (Res Care Inc /Ky/)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months after on the first (1st) anniversary of the Effective Time shall thereafter be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 Article 2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 2 contracts
Samples: Merger Agreement (Aerojet Rocketdyne Holdings, Inc.), Merger Agreement (L3harris Technologies, Inc. /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six (6) months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders holder of Shares who have has not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article III shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or similar Applicable Law) for payment of their its claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 2 contracts
Samples: Merger Agreement (CFC International Inc), Merger Agreement (Illinois Tool Works Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that which remains undistributed to the former holders stockholders of Shares Company for six months after the Effective Time shall be delivered to the Surviving Corporation Corporation, upon demand, and any former holders stockholders of Shares Company who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article Two shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their SharesConsideration payable to such stockholder.
Appears in 2 contracts
Samples: Merger Agreement (Hoenig Group Inc), Merger Agreement (Investment Technology Group Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) ---------------------------- that remains undistributed to the former holders stockholders of Shares the Company for six months after the Effective Time shall be delivered to the Surviving Corporation Company upon demand, and any former holders stockholders of Shares the Company who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article I shall thereafter look only to the Surviving Corporation Company for payment of their claim for the any Merger Consideration, without any interest thereon, upon due surrender of their Sharesless any required withholding taxes.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months 180 days after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 3.2 and the instructions set forth in the letter of transmittal mailed to such holder after the Effective Time shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest or other income received by the proceeds of any investments thereofPaying Agent in respect thereof that has not previously been distributed pursuant to Section 2.02) that remains undistributed to the former holders of Shares Company Capital Stock for six months 180 days after the Effective Time shall be delivered to the Surviving Corporation Corporation, upon demand, and any former holders holder of Shares Company Capital Stock who have has not surrendered their Shares in accordance theretofore complied with this Section 2.2 2.02 shall thereafter look only to the Surviving Corporation for payment of their such holder's claim for its portion of the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares Company Shareholders for six twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation (or its designee), upon demand, and any former holders of Shares Company Shareholder who have has not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article II shall thereafter look only to the Surviving Corporation (or its designee) for payment of their its claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that which remains undistributed to the former holders of Company Shares for six nine (9) months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Company Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article III shall thereafter look only to the Surviving Corporation, and the Surviving Corporation shall remain liable, for payment of their claim claims for the Merger Consideration, without any interest thereon, upon due surrender of their Sharesto which such holders may be entitled.
Appears in 1 contract
Samples: Merger Agreement (China Fire & Security Group, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 3.2 shall thereafter look only to Purchaser or the Surviving Corporation for payment such holder’s portion of their claim for the Merger ConsiderationAggregate Share Consideration or the amounts to which they are entitled under Section 3.1, in all cases without any interest thereon, upon due surrender of their Shares.
Appears in 1 contract
Samples: Merger Agreement (Avista Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to unclaimed by the former holders of Shares for six (6) months after the Effective Time shall be delivered to the Surviving Corporation Company upon demand, and any former holders of Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article II shall thereafter look only to the Surviving Corporation for payment of their claim Company for the Merger Consideration, without any interest thereon, upon due surrender of their Sharescash to which they are entitled pursuant to Section 2.01(a).
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments in respect of the cash portion thereof) that remains undistributed to the former holders of Shares for six months one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 2.04 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 1 contract
Samples: Merger Agreement (Harman International Industries Inc /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares Company Shareholders for six twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation (or its designee), upon demand, and any former holders of Shares Company Shareholder who have has not surrendered their Shares in accordance theretofore complied with this Section 2.2 ARTICLE II shall thereafter look only to the Surviving Corporation (or its designee) for payment of their its claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months after on the first anniversary of the Effective Time shall thereafter be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 Article 2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of Certificates for their SharesShares (or effective affidavits of loss in lieu thereof).
Appears in 1 contract
Samples: Merger Agreement (Interactive Intelligence Group, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation as general unsecured creditors of the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereofof the Exchange Fund) that remains undistributed to unclaimed by the former holders of Shares for six months 180 calendar days after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders Corporation. Any holder of Shares who have has not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article IV shall thereafter look only to the Surviving Corporation for payment of their claim for the amount to which such holder is entitled as a result of the Merger Consideration, without any interest thereon, upon due surrender of their Shares.pursuant to Section 4.1(a) (after giving
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one (1) year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 3.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 1 contract
Samples: Merger Agreement (Respironics Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one (1) year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months after on the first anniversary of the Effective Time shall thereafter be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 Article 2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares shares of Company Common Stock for six months one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares shares of Company Common Stock who have not surrendered their Certificates or Book-Entry Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Certificates or Book-Entry Shares.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger ConsiderationConsideration such holder is entitled pursuant to Section 2.1(a) (less any applicable withholding Taxes), without any interest thereon, upon due surrender of their Shares.
Appears in 1 contract
Samples: Merger Agreement (BMC Software Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months after on the one (1)-year anniversary of the Effective Time shall thereafter be delivered to Parent or the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 Article 2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that which remains undistributed to the former holders of Shares the Certificates for six months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares prior to the Merger who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article II shall thereafter look only to the Surviving Corporation and only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their SharesPer Share Amount.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one (1) year after the Effective Time Closing Date shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
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Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 1.3 shall thereafter look only to the Surviving Corporation for payment of their claim for the Per Share Merger Consideration, without any interest thereon, upon due surrender of their SharesShares in accordance with this Section 1.3.
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Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 3.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, Consideration without any interest thereon, upon due surrender of their Shares.
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Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares Shares, Company Stock Options or Company Stock-Based Awards for six (6) months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article 2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
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Samples: Merger Agreement (BMP Sunstone CORP)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for on the six months after month anniversary of the Effective Time shall thereafter be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 Article 2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
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Samples: Merger Agreement (CST Brands, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments investment thereof) that remains undistributed to the former holders of Shares for six months after on the 12-month anniversary of the Effective Time shall thereafter be delivered to the Surviving Corporation upon demand, and any former holders holder of Shares who have has not surrendered their Shares in accordance with this Section 2.2 Article II shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
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Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to unclaimed by the former holders of Shares for six months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article II shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Sharescash to which they are entitled pursuant to Section 2.01(a).
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Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that which remains undistributed to the former holders of the Certificates or Book-Entry Shares for six months one (1) year after the Effective Time shall be delivered to the Surviving Corporation Corporation, upon demand, and any former such holders of Shares prior to the Merger who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article II shall thereafter look only to the Surviving Corporation as general creditor thereof for payment of their claim claims for the Merger Considerationcash, without any interest thereoninterest, upon due surrender of their Sharesto which such holders may be entitled.
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Samples: Merger Agreement (Kaydon Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares and the former holders of Company Stock Options, Company Restricted Shares, Company Restricted Stock Units and Company Stock-Based Awards for six months one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares such holder who have has not surrendered their Shares in accordance with received the payments contemplated by this Section 2.2 or Section 5.5, as applicable, shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Considerationsuch payments, without any interest thereon, upon due surrender of their Shares.
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Samples: Merger Agreement (RCN Corp /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments investment thereof) that remains undistributed to the former holders of Shares for six months after on the twelve (12) month anniversary of the Effective Time shall thereafter be delivered to the Surviving Corporation upon demand, and any former holders holder of Shares who have has not surrendered their Shares in accordance with this Section 2.2 Article II shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
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Samples: Merger Agreement (Catalent, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that which remains undistributed to the former holders of Shares the Certificates for six months after the Effective Time shall will be delivered to the Surviving Corporation upon demand, and any former holders of Shares shares of Company Capital Stock prior to the Merger who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 shall Article II will thereafter look only to the Surviving Corporation and only as general creditors thereof for payment of their claim for the respective portion of the Merger Consideration, without any interest thereon, upon due surrender of their SharesConsideration into which such shares were converted.
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Samples: Merger Agreement (SoftBrands, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months 180 days after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 2.3 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
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Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of together with any investments thereofinterest thereon) that which remains undistributed to the former holders of Shares Securities for six months one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former Corporation. Any holders of Shares shares of Securities prior to the Merger who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 1.6 shall thereafter look only to the Surviving Corporation for payment of their claim and only as general unsecured creditors thereof for the Merger Consideration, without any interest thereon, upon due surrender of their Sharespayments therefor required by this Agreement.
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Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six months one (1) year after the Effective Time shall be delivered to the Surviving Corporation or Parent upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
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Samples: Merger Agreement (Petsmart Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof, unless previously demanded by Parent pursuant to Section 2.2(f)) that remains undistributed to the former holders of Shares for six eighteen (18) months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
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Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for six eighteen (18) months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.
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Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Company Shares for six months after on the first anniversary of the Effective Time shall will be delivered to the Surviving Corporation upon demand, and any former holders of Company Shares who have not surrendered their Shares in accordance with this Section 2.2 shall will thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Company Shares.
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