Common use of Termination of Exchange Fund Clause in Contracts

Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to the Merger who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d).

Appears in 6 contracts

Samples: Merger Agreement, Merger Agreement (Exact Sciences Corp), Merger Agreement (Genomic Health Inc)

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Termination of Exchange Fund. Any portion of the Exchange Fund which (including any interest received with respect thereto) that remains undistributed to the holders of the Certificates or Book-Entry Company Common Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger holder of Company Common Shares (other than Excluded Shares) who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)which such holder is entitled pursuant to this Article II.

Appears in 6 contracts

Samples: Merger Agreement (Ares Management LLC), Merger Agreement (Cincinnati Bell Inc), Merger Agreement (Cincinnati Bell Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which (including any interest and other income received with respect thereto) that remains undistributed to the holders of former Company Stockholders on the Certificates or Book-Entry Shares for one date twelve (112) year months after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to the Merger former holder of Shares who have has not theretofore complied with received any applicable Merger Consideration to which such Company Stockholder is entitled under this Article II III shall thereafter look only to Parent as general creditor thereof (subject to abandoned property, escheat or other similar Laws) for payment of their claims for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)thereto.

Appears in 5 contracts

Samples: Merger Agreement, Merger Agreement, Merger Agreement (State National Companies, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to unclaimed by the former holders of the Certificates or Book-Entry Shares shares of Company Common Stock for one (1) year six months after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such former holders prior to the Merger of shares of Company Common Stock who have not theretofore complied with this Article II IV shall thereafter look only to Parent as general creditor thereof for any cash payment of their claims for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)which they are entitled.

Appears in 5 contracts

Samples: Merger Agreement (Tracor Inc /De), Merger Agreement (Gec Acquisition Corp), Merger Agreement (Elite Information Group Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which (including the proceeds of any investments thereof) that remains undistributed to the former holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demand, and any such former holders prior to the Merger of Shares who have not theretofore complied with this Article II III shall thereafter look only to Parent as general creditor thereof for payment of their claims claim for the Merger Consideration Consideration, any cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.1(d) and any dividends or distributions with respect pursuant to Parent Common Stock as contemplated by Section 2.2(d3.2(c).

Appears in 4 contracts

Samples: Merger Agreement (Fitlife Brands, Inc.), Merger Agreement (iSatori, Inc.), Merger Agreement (GenOn Energy, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Company Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to of the Merger Certificates or Company Book-Entry Shares who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims claim for Merger Consideration Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Stock.

Appears in 4 contracts

Samples: Merger Agreement (Invitrogen Corp), Merger Agreement (Applera Corp), Merger Agreement (Applera Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund which (including any interest and other income received with respect thereto) that remains undistributed to the holders of former Company Shareholders on the Certificates or Book-Entry Shares for one date twelve (112) year months after the First Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to the Merger former holder of Shares who have has not theretofore complied with received any applicable Merger Consideration to which such Company Shareholder is entitled under this Article II III shall thereafter look only to Parent as general creditor thereof (subject to abandoned property, escheat or other similar Laws) for payment of their claims for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)thereto.

Appears in 4 contracts

Samples: Merger Agreement (FGL Holdings), Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (Fidelity National Financial, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund which (including proceeds of any investment thereof) that remains undistributed to the holders of Shares on the Certificates or Book-Entry Shares for date that is one (1) year after the Effective Time shall will be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger of Shares who have not theretofore complied with this Article II shall will thereafter look only to Parent as general creditor thereof for payment of their claims for the Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by which they are entitled pursuant to Section 2.2(d1.5(a).

Appears in 4 contracts

Samples: Merger Agreement (Agl Resources Inc), Merger Agreement (Southern Co), Merger Agreement (Powersecure International, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest received with respect thereto) which remains undistributed to the holders of the Certificates or Book-Entry Shares for one Company Common Stock twelve (112) year months after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger of Company Common Stock who have not theretofore complied with this Article II ARTICLE III shall thereafter look only to Parent as general creditor thereof (subject to abandoned property, escheat or other similar Laws) for payment of their claims claim for the Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Consideration.

Appears in 4 contracts

Samples: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Perceptive Advisors LLC), Merger Agreement (Penwest Pharmaceuticals Co)

Termination of Exchange Fund. Any portion of the Exchange Fund which (including the proceeds of any investments thereof) that remains undistributed to the former holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to the Merger of Shares who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims claim for the Merger Consideration Consideration, any cash in lieu of fractional Common Units pursuant to Section 2.1(d) and any dividends or distributions with respect pursuant to Parent Common Stock as contemplated by Section 2.2(d2.3(c).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Energy Transfer Equity, L.P.)

Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to unclaimed by the holders applicable former stockholders of the Certificates or Book-Entry Shares for Company one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger who have not theretofore complied with this Article II III shall thereafter look only to the Parent as general creditor thereof or the Surviving Corporation for payment of their claims for Merger Consideration and any dividends or distributions with in respect to Parent Common Stock as contemplated by Section 2.2(d)thereof.

Appears in 3 contracts

Samples: Merger Agreement (Bally Technologies, Inc.), Merger Agreement (Scientific Games Corp), Merger Agreement (WMS Industries Inc /De/)

Termination of Exchange Fund. Any portion of the Exchange Fund which (including any interest received with respect thereto) that remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger holder of Company Common Stock (other than Excluded Shares) who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration Consideration, any cash in lieu of fractional shares and any dividends or and distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)which such holder is entitled pursuant to this Article II.

Appears in 3 contracts

Samples: Merger Agreement (Cincinnati Bell Inc), Merger Agreement (Hawaiian Telcom Holdco, Inc.), Merger Agreement (Cincinnati Bell Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Eligible Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to former stockholders of the Merger Company who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for delivery of any shares of Parent Common Stock and any payment of their claims for Merger Consideration cash and any dividends and other distributions in respect thereof or distributions with in respect to Parent of Company Common Stock as contemplated by payable or issuable pursuant to Section 2.2(d2.1(a), Section 2.2(c) or Section 2.2(e), in each case, without any interest thereon.

Appears in 3 contracts

Samples: Merger Agreement (New Senior Investment Group Inc.), Merger Agreement (Ventas, Inc.), Merger Agreement

Termination of Exchange Fund. Any portion of the Exchange Fund which (including the proceeds of any investments thereof) that remains undistributed to the former holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time Date shall be delivered to the Parent or its designee upon demand, and any such former holders prior to the Merger of Shares who have not theretofore complied surrendered their Shares in accordance with this Article II Section 2.2 shall thereafter look only to the Parent as general creditor thereof for payment of their claims claim for the Merger Consideration and Consideration, without any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)interest thereon, upon due surrender of their Shares.

Appears in 3 contracts

Samples: Merger Agreement (Cardionet Inc), Merger Agreement (Biotel Inc.), Merger Agreement (Biotel Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger holder of Company Common Stock who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d2.02(c).

Appears in 3 contracts

Samples: Merger Agreement (WPS Resources Corp), Merger Agreement, Merger Agreement (Peoples Energy Corp)

Termination of Exchange Fund. Any Unless a longer period is prescribed by applicable Law or Parent’s agreement with the Exchange Agent, any portion of the Exchange Fund which that remains undistributed to the holders shareholders of the Certificates or Book-Entry Shares Company for one (1) year after following the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to shareholders of the Merger Company who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims claim for Merger the Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Shares.

Appears in 3 contracts

Samples: Merger Agreement (ALTERRA CAPITAL HOLDINGS LTD), Merger Agreement (Markel Corp), Agreement and Plan of Amalgamation (Max Capital Group Ltd.)

Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall will be delivered to the Parent or its designee Corporation upon demand, and any such holders prior to the Merger each holder of Company Common Stock who have has not theretofore complied surrendered Certificates in accordance with the provisions of this Article II shall 3 will thereafter look only to the Parent as general creditor thereof Corporation for payment satisfaction of their such holder's claims for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d).shares of Parent

Appears in 3 contracts

Samples: Merger Agreement (CFM Technologies Inc), Merger Agreement (CFM Technologies Inc), Merger Agreement (Mattson Technology Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year nine months after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger holder of Company Common Stock who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Consideration.

Appears in 3 contracts

Samples: Merger Agreement (DRS Technologies Inc), Merger Agreement (Ikon Office Solutions Inc), Merger Agreement (Bacou Usa Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year nine months after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to the Merger holder of Company Common Stock who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof and the Surviving Corporation for payment of their claims its claim for Merger Consideration and without any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)interest thereon.

Appears in 2 contracts

Samples: Merger Agreement (General Growth Properties Inc), Merger Agreement (Rouse Company)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the former holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger former holder of Company Common Stock who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration Consideration, any cash in lieu of fractional shares and any dividends or and distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)which such holder is entitled pursuant to this Article II.

Appears in 2 contracts

Samples: Merger Agreement (Nextera Energy Inc), Merger Agreement (Hawaiian Electric Co Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior former holder of Company Common Stock entitled to the payment of Merger Consideration who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration and without any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)interest thereon.

Appears in 2 contracts

Samples: Merger Agreement (PPD, Inc.), Merger Agreement (Thermo Fisher Scientific Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year nine months after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger holder of Company Common Stock who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration and any dividends or distributions with respect Consideration; provided, however, that Parent may cause the Surviving Entity to Parent Common Stock as contemplated by Section 2.2(d)pay such claim for Merger Consideration.

Appears in 2 contracts

Samples: Merger Agreement (Ventas Inc), Merger Agreement (Eldertrust)

Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year after the Effective Time (including, without limitation, all interest and other income received by the Exchange Agent in respect of all funds made available to it) shall be delivered to Parent or its designee the Parent, upon demand, and any such holders prior to the Merger holder of Company Common Stock who have has not theretofore previously complied with this Article II Section 2.8 shall thereafter look be entitled to receive only from the Parent (subject to Parent as general creditor thereof for abandoned property, escheat and other similar laws) payment of their claims its claim for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Consideration, without interest.

Appears in 2 contracts

Samples: Merger Agreement (Mapinfo Corp), Merger Agreement (Mapinfo Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund which (including any interest or other amounts received with respect thereto) that remains undistributed to the holders of the Certificates or Book-Entry Company Common Shares for one (1) year six months after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger former holder of Company Common Shares who have has not theretofore previously complied with this Article II shall thereafter look only to Parent as general creditor thereof for for, and Parent shall remain liable for, payment of their claims its claim for Merger Consideration Consideration, any cash in lieu of fractional shares and any dividends or and other distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)which such holder is entitled pursuant to this Article II.

Appears in 2 contracts

Samples: Merger Agreement (Penn Virginia Corp), Merger Agreement (Denbury Resources Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders shareholders of the Certificates or Book-Entry Shares Company for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to former shareholders of the Merger Company who have not theretofore previously complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims claim for Merger Consideration Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock, and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Stock.

Appears in 2 contracts

Samples: Merger Agreement (RCN Corp /De/), Merger Agreement (21st Century Telecom Group Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which (including the proceeds of any investments thereof) that remains undistributed to unclaimed by the holders stockholders of the Certificates or Book-Entry Shares Company for one nine (19) year months after the Effective Time shall be delivered delivered, at Parent’s option, to Parent or its designee upon demand, and any such Parent. Any holders prior to the Merger of Company Common Stock (other than Excluded Shares) who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims for the Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Consideration.

Appears in 2 contracts

Samples: Merger Agreement (At&t Inc.), Merger Agreement (Centennial Communications Corp /De)

Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to unclaimed by the holders applicable former shareholders of the Certificates or Book-Entry Shares for Company one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger who have not theretofore complied with this Article II III shall thereafter look only to the Parent as general creditor thereof or the Surviving Corporation for payment of their claims for Merger Consideration and any dividends or distributions with in respect to Parent Common Stock as contemplated by Section 2.2(d)thereof.

Appears in 2 contracts

Samples: Merger Agreement (Bally Technologies, Inc.), Merger Agreement (SHFL Entertainment Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Company Stock Certificates or Book-Entry Uncertificated Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to the Merger who have not theretofore complied with this Article II Section 1 shall thereafter look only to Parent as general creditor thereof for payment of their claims for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d1.7(c).

Appears in 2 contracts

Samples: Merger Agreement (CarLotz, Inc.), Merger Agreement (Shift Technologies, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund which (including any interest received with respect thereto) that remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to the Merger holder of Company Common Stock who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration Consideration, any cash in lieu of fractional shares and any dividends or and distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)which such holder is entitled pursuant to this Article II, in each case without any interest thereon.

Appears in 2 contracts

Samples: Merger Agreement (Jefferies Financial Group Inc.), Merger Agreement (Homefed Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares for Company Common Stock one (1) year after following the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger holder of Company Common Stock who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for for, and Parent shall remain liable for, payment of their claims its claim for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Consideration.

Appears in 2 contracts

Samples: Merger Agreement (Absolut Spirits CO INC), Merger Agreement (Cruzan International, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund which (including any interest received with respect thereto) that remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demandParent, and any such holders prior to the Merger holder of Company Common Stock who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration Consideration, any cash in lieu of fractional shares and any dividends or and distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)which such holder is entitled pursuant to this Article II, in each case without any interest thereon.

Appears in 2 contracts

Samples: Merger Agreement (Warnaco Group Inc /De/), Merger Agreement (PVH Corp. /De/)

Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger of Company Common Stock who have not theretofore then complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims for the Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)which they are entitled.

Appears in 2 contracts

Samples: Merger Agreement (Nabors Industries Inc), Merger Agreement (Bayard Drilling Technologies Inc)

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Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall will be delivered to the Parent or its designee Corporation upon demand, and any such holders prior to the Merger each holder of Company Common Stock who have has not theretofore complied surrendered Certificates in accordance with the provisions of this Article II shall 3 will thereafter look only to the Parent as general creditor thereof Corporation for payment satisfaction of their such holder's claims for Merger Consideration shares of Parent Common Stock and any dividends or distributions payable in accordance with respect to Parent Common Stock as contemplated by the provisions of Section 2.2(d3.2(b).

Appears in 2 contracts

Samples: Merger Agreement (Gulfstream Aerospace Corp), Merger Agreement (General Dynamics Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year two years after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger of Company Common Stock who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims for the Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)which they are entitled.

Appears in 2 contracts

Samples: Consent and Voting Agreement and Plan of Merger (Nabors Industries Inc), Consent and Voting Agreement and Plan of Merger (Nabors Industries Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares shares of Company Common Stock for one nine (19) year months after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger holder of Company Common Stock who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for the Merger Consideration (and any dividends or distributions other payment in accordance with respect to Parent Common Stock as contemplated by Section 2.2(dthis Article II).

Appears in 2 contracts

Samples: Merger Agreement (Expedia Group, Inc.), Merger Agreement (Liberty Expedia Holdings, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund which (including the proceeds of any investments thereof) that remains undistributed to the former holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to the Merger of Shares who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims claim for the Merger Consideration Consideration, any cash in lieu of fractional Series B Units pursuant to Section 2.1(d) and any dividends or distributions with respect pursuant to Parent Common Stock as contemplated by Section 2.2(d2.2(c).

Appears in 2 contracts

Samples: Merger Agreement (Energy Transfer Equity, L.P.), Merger Agreement (Southern Union Co)

Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year twelve months after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to the Merger of Company Common Stock who have not theretofore complied with this Article II 2 shall thereafter look only to Parent (subject to abandoned property, escheat and similar Laws) as general creditor creditors thereof for payment of their claims for the Merger Consideration and without any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)interest thereon.

Appears in 2 contracts

Samples: Merger Agreement (American Physicians Capital Inc), Merger Agreement (Scpie Holdings Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one twelve (112) year months after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to the Merger holder of Company Common Stock who have has not theretofore complied with this Article II shall thereafter look only to Parent and the Surviving Corporation (subject to abandoned property, escheat or similar Laws) as general creditor creditors thereof for payment of their claims for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)the payment of its claim for Merger Consideration, without any interest thereon.

Appears in 1 contract

Samples: Merger Agreement (99 Cents Only Stores)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Company Ordinary Shares for one (1) year twelve months after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger holder of Company Ordinary Shares who have has not theretofore complied with this Article ‎Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Consideration, without interest.

Appears in 1 contract

Samples: Merger Agreement (Radvision LTD)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year after the Effective Time shall be delivered delivered, subject to applicable Law, to Parent (or, at the election of Parent, the Exchange Agent or its designee the Company Trust), upon demand, and any such holders prior to the Merger holder of Company Common Stock who have has not theretofore complied with this Article II shall thereafter look only to Parent (or the Exchange Agent or the Company Trust, as general creditor thereof applicable) for payment of their claims its claim for Merger Consideration and any dividends or distributions with respect to Parent Common Stock ADSs as contemplated by Section 2.2(d)this Article II.

Appears in 1 contract

Samples: Merger Agreement (Genus Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Company Ordinary Shares for one (1) year twelve months after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger holder of Company Ordinary Shares who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Consideration, without interest.

Appears in 1 contract

Samples: Merger Agreement (Avaya Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which (including any interest received with respect thereto) that remains undistributed to the holders of the Certificates or Book-Entry Shares shares of Common Stock for one (1) year after the Effective Time shall be delivered to Parent (or its designee designee) upon demand, demand and any such holders prior to the Merger holder of shares of Common Stock who have has not theretofore complied with this Article ARTICLE II shall thereafter look only to Parent as general creditor thereof the Surviving Company for payment of their claims its claim for Merger Consideration without interest and reduced by the amount of any dividends or distributions withholding that is required under applicable Law, in accordance with respect to Parent Common Stock as contemplated by Section 2.2(d2.02(h).

Appears in 1 contract

Samples: Merger Agreement (Rent a Center Inc De)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year nine months after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger holder of Certificates who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Exchange Consideration.

Appears in 1 contract

Samples: Share Exchange Agreement (Cap Rock Energy Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior former holder of Company Common Stock entitled to payment of the Merger Consideration who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for the Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Consideration.

Appears in 1 contract

Samples: Merger Agreement (Triple-S Management Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year Company Common Stock twelve months after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to holder of the Merger Company Common Stock who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Consideration.

Appears in 1 contract

Samples: Merger Agreement (MSC Software Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund which (including any interest received with respect thereto) that remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year Company Common Stock after the Effective Time shall one year anniversary of the Closing Date will be delivered to Parent or its designee upon demand, and any such holders prior to the Merger holder of Company Common Stock who have has not theretofore complied with this Article ARTICLE II shall will thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration Consideration, any cash in lieu of fractional shares and any dividends or and distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)which such holder is entitled pursuant to this ARTICLE II, in each case without any interest thereon and subject to applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Reynolds American Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one eight (1) year 8) months after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger holder of Company Common Stock who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Consideration.

Appears in 1 contract

Samples: Merger Agreement (Sparta Inc /De)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior former holder of Company Common Stock entitled to the payment of Merger Consideration who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Consideration.

Appears in 1 contract

Samples: Merger Agreement (Endocyte Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to unclaimed by the applicable holders of the Certificates or Book-Entry Shares for Company Class A Common Stock one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger who have not theretofore complied with this Article II III shall thereafter look only to Parent as general creditor thereof for payment of their claims for the Merger Consideration and any dividends or distributions with respect that such holder is entitled to Parent Common Stock as contemplated by receive pursuant to Section 2.2(d3.1(c)(i).

Appears in 1 contract

Samples: Merger Agreement (SciPlay Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year twelve months after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to the Merger of Company Common Stock who have not theretofore complied with this Article II 2 shall thereafter look only to Parent (subject to abandoned property, escheat and similar Laws) as general creditor creditors thereof for payment of their claims for the Merger Consideration and without any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)interest thereon.

Appears in 1 contract

Samples: Merger Agreement (Fpic Insurance Group Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares Company Common Stock for one (1) year after the Effective Time shall be delivered delivered, subject to applicable Law, to Parent (or, at the election of Parent, the Exchange Agent or its designee the Company Trust), upon demand, and any such holders prior to the Merger holder of Company Common Stock who have has not theretofore complied with this Article II Section 1 shall thereafter look only to Parent (or the Exchange Agent or the Company Trust, as general creditor thereof applicable) for payment of their claims its claim for Merger Consideration and any dividends or distributions with respect to Parent Common Stock ADSs as contemplated by this Section 2.2(d)1.

Appears in 1 contract

Samples: Merger Agreement (Renovis Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which (including the proceeds of any investments thereof) that remains undistributed to the former holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to the Parent or its designee upon demand, and any such former holders prior to the Merger of Shares who have not theretofore complied surrendered their Shares in accordance with this Article II Section 2.2 shall thereafter look only to the Parent as general creditor thereof for payment of their claims claim for the Merger Consideration and Consideration, without any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)interest thereon, upon due surrender of their Shares.

Appears in 1 contract

Samples: Merger Agreement (Touchstone Software Corp /Ca/)

Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year two years after the Effective Time shall be delivered to Parent or its designee the Parent, upon demand, and any such holders prior to the Merger of Shares who have not theretofore complied with this Article II shall thereafter look only to the Parent as general creditor thereof for payment the shares of their claims for Merger Consideration and any dividends or distributions with respect to the Parent Common Stock as contemplated by Section 2.2(d)and any cash in lieu of fractional shares to which they are entitled.

Appears in 1 contract

Samples: Merger Agreement (Aseco Corp)

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