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: Agreement and Plan of Merger (Kroger Co), Agreement and Plan of Merger (Harris Teeter Supermarkets, Inc.), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Ancestry.com Inc.), Agreement and Plan of Merger (Dollar General Corp), Agreement and Plan of Merger (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 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Kroger Co), Agreement and Plan of Merger (Albertsons Companies, 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 Shares.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CGEA Investor, Inc.), And Restated Agreement and Plan of Merger (Elkcorp), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Bankrate, Inc.), Agreement and Plan of Merger (Bankrate Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Wj Communications Inc), Agreement and Plan of Merger (Triquint Semiconductor Inc), Agreement and Plan of Merger (Radiation Therapy Services 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 Seller for six (6) months after the Effective Time shall be delivered to the Surviving Corporation Company, upon demand, and any former holders stockholders of Shares Seller who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article I shall thereafter look only to the Company and the Surviving Corporation for payment of Company to claim their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Sharesand subject to Section 1.8(h).
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Alphasmart Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning 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: Agreement and Plan of Merger, Agreement and Plan of Merger (Verso Paper Corp.), Agreement and Plan of Merger (NewPage Holdings 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: Agreement and Plan of Merger (Egl Inc), Agreement and Plan of Merger (Egl Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Altiris Inc), Agreement and Plan of Merger (Symantec Corp), Agreement and Plan of Merger (Symantec 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: Agreement and Plan of Merger (Span America Medical Systems Inc), Agreement and Plan of Merger (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), Agreement and Plan of Merger, Agreement and Plan of Merger (Dresser-Rand Group Inc.)
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: Agreement and Plan of Merger (Ivillage Inc), Agreement and Plan of Merger (Ivillage Inc), Agreement and Plan of Merger (Promotions Com 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: Agreement and Plan of Merger (Comdata Network, Inc. Of California), __________________________________________________________________________________________________________________________ Agreement and Plan of Merger (Ceridian 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 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: Agreement and Plan of Merger (McClatchy Co), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (American Capital Strategies LTD), Agreement and Plan of Merger (Merisel 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 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: Agreement and Plan of Merger (W R Grace & Co), Agreement and Plan of Merger (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: Agreement and Plan (Res Care Inc /Ky/), Agreement and Plan of Share (Res Care Inc /Ky/)
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: Agreement and Plan of Merger (Official Payments Holdings, Inc.), Agreement and Plan of Merger (Aci Worldwide, 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: Agreement and Plan of Merger (Illinois Tool Works Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.), Agreement and Plan of Merger (L3harris Technologies, 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 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: Agreement and Plan of Merger (BBCN Bancorp Inc), Agreement and Plan of Merger (BBCN 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 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: Agreement and Plan of Merger (CFC International Inc), Agreement and Plan of Merger (Illinois Tool Works 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: Agreement and Plan of Merger (Rohm & Haas Co), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Discover Financial Services), Agreement and Plan of Merger (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: Guarantee and Collateral 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 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: Agreement and Plan of Merger (Optimer Pharmaceuticals Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals 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: Agreement and Plan of Merger (Investment Technology Group Inc), Agreement and Plan of Merger (Hoenig Group 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.
Appears in 1 contract
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 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 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.
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 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 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.
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 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Titanium Asset Management 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 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 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: Agreement and Plan of Merger (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 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.
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 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
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Frischs Restaurants 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Landos Biopharma, Inc.)
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).
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 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
Samples: Agreement and Plan of Merger (Dma Holdings Inc /In)
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: Agreement and Plan of Merger (China Fire & Security Group, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest and other income received by the proceeds Paying Agent in respect of any investments thereofall such funds) that remains undistributed to the former holders of Certificates or Book-Entry Shares for upon expiry of the period of six (6) months after following the Effective Time shall be delivered by the Paying Agent to the Surviving Corporation upon demand, and any former Corporation. Any holders of Shares shares of Company Common Stock prior to the Merger who have not surrendered their Shares in accordance complied with this Section 2.2 shall thereafter 2.07 prior to such time may 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 to which such holders may be entitled.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Speedway 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 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
Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest and other income received by the proceeds Paying Agent in respect of any investments thereofall such funds) that remains undistributed to the former holders of Certificates or Book-Entry Shares for upon expiry of the period of six (6) months after following the Effective Time shall be delivered by the Paying Agent to the Surviving Corporation upon demand, and any former Corporation. Any holders of Shares shares of Common Stock prior to the Merger who have not surrendered their Shares in accordance complied with this Section 2.2 shall thereafter 2.07 prior to such time may 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 to which such holders may be entitled.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amtrust Financial 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 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
Samples: Agreement and Plan of Merger (Lufkin Industries 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 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
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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Samples: Agreement and Plan of Merger (ProSight Global, Inc.)
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
Samples: Agreement and Plan of Merger (Eye Care Centers of America 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 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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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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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
Samples: Agreement and Plan of Merger (Odyssey Healthcare 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Restoration Hardware 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
Samples: Agreement and Plan of Merger (Ness Technologies 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 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 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 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 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Keithley Instruments 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 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Osi Restaurant Partners, Inc.)
