Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.
Appears in 6 contracts
Samples: Merger Agreement (Wesco International Inc), Merger Agreement (Anixter International Inc), Merger Agreement (Wesco International Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including which remains unclaimed by the proceeds of any investment thereof) that remains undistributed to the former holders of Company Common Stock for one year twelve months after the Effective Time shall will be delivered to the Surviving CorporationAcquiror, upon demand, and any holder former holders of Company Common Stock who has have not theretofore complied with this Article II shall III will, subject to applicable abandoned property, escheat and other similar Laws, thereafter look only to the Surviving Corporation or Parent Acquiror for payment of its claim for Merger ConsiderationAcquiror Common Stock and any cash to which they are entitled.
Appears in 5 contracts
Samples: Merger Agreement (Barksdale James L), Merger Agreement (Netscape Communications Corp), Merger Agreement (Netscape Communications Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.
Appears in 5 contracts
Samples: Merger Agreement (Imperial Industries Inc), Merger Agreement, Merger Agreement (American Water Works Company, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year six (6) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II IV shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon.
Appears in 4 contracts
Samples: Merger Agreement (Sutron Corp), Merger Agreement (Iris International Inc), Merger Agreement (Comverge, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, Corporation and any holder of Company Common Stock who has not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.
Appears in 4 contracts
Samples: Merger Agreement (Carters Inc), Merger Agreement (Oshkosh B Gosh Inc), Merger Agreement (Foilmark Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders shareholders of the Company Common Stock for one year after the Effective Time shall be delivered to the Surviving CorporationAssociated, upon demand, and any holder shareholders of the Company Common Stock who has have not theretofore complied with this Article II I shall thereafter look only to the Surviving Corporation or Parent Associated for payment of its their claim for Merger ConsiderationAssociated Common Stock, any cash in lieu of Fractional Shares (if any), and any dividends or distributions with respect to Associated Common Stock.
Appears in 4 contracts
Samples: Merger Agreement (State Financial Services Corp), Merger Agreement (Associated Banc-Corp), Merger Agreement (State Financial Services Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereofinterest and other income received with respect thereto) that which remains undistributed to the former holders of shares of Company Common Stock for one year after on the first (1st) anniversary of the Effective Time shall be delivered to the Surviving CorporationParent, upon demand, and any holder former holders of shares of Company Common Stock who has have not theretofore complied with received any Merger Consideration to which they are entitled under this Article II III shall thereafter look only to the Surviving Corporation or Parent Entity for payment of its claim for Merger Considerationtheir claims with respect thereto.
Appears in 3 contracts
Samples: Merger Agreement (Fuel Systems Solutions, Inc.), Merger Agreement (Ventas Inc), Merger Agreement (Nationwide Health Properties Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest or other income received by the proceeds of any investment thereofPaying Agent in respect thereof that has not previously been distributed pursuant to Section 2.02(f)) that remains undistributed to the holders of Company Common Stock for one year 180 days after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its such holder's claim for the Merger Consideration.
Appears in 3 contracts
Samples: Merger Agreement (Imagex Com Inc), Merger Agreement (Pennaco Energy Inc), Merger Agreement (Usx Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment investments thereof) that which remains undistributed to the holders of Company Common Stock for one year after following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder . Any holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration.
Appears in 3 contracts
Samples: Merger Agreement (Hudson General Corp), Merger Agreement (Ugly Duckling Corp), Merger Agreement (GLGR Acquisition Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the former holders of Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder former holders of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon.
Appears in 3 contracts
Samples: Merger Agreement (AMICAS, Inc.), Merger Agreement (Merge Healthcare Inc), Merger Agreement (AMICAS, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one (1) year after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II 3 shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon.
Appears in 3 contracts
Samples: Merger Agreement (Beverly Enterprises Inc), Merger Agreement (Alliance Data Systems Corp), Merger Agreement (Sabre Holdings Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving CorporationBuyer, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look be entitled to receive only to from the Surviving Corporation or Parent for Buyer payment of its claim for Merger Consideration.
Appears in 3 contracts
Samples: Merger Agreement (BJS Wholesale Club Inc), Merger Agreement (Airvana Inc), Merger Agreement (Kronos Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year nine (9) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II IV shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon.
Appears in 2 contracts
Samples: Merger Agreement (Solutia Inc), Merger Agreement (Southwall Technologies Inc /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder of Company Common Stock Stockholders who has have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon, as unsecured creditors.
Appears in 2 contracts
Samples: Merger Agreement (Thoma Bravo Fund Xii, L.P.), Merger Agreement (Imprivata Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent and the Surviving Corporation or Parent (subject to Section 2.4(e)) for payment of its claim for the Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Clarcor Inc.), Merger Agreement (Parker Hannifin Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Buyer Common Stock for one year after the Effective Time Closing Date shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Certificates or Book Entry Shares previously representing shares of Company Common Stock who has have not theretofore complied with this Article II Section 3.3 shall thereafter look only to the Surviving Corporation or Parent for payment of its any claim for Merger Considerationto shares of Buyer Common Stock, cash in lieu of fractional shares thereof, or dividends or distributions, if any, in respect thereof.
Appears in 2 contracts
Samples: Merger Agreement (Celldex Therapeutics, Inc.), Merger Agreement (Curagen Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Fidelity National Financial, Inc.), Agreement and Plan of Merger (O Charleys Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving CorporationParent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Ameripath Inc), Merger Agreement (Specialty Laboratories Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year nine (9) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon.
Appears in 2 contracts
Samples: Merger Agreement (Sonicwall Inc), Merger Agreement (Sonicwall Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of shares of Company Common Stock for one year six (6) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, Corporation and any holder of shares of Company Common Stock who has not theretofore complied with this Article II III shall thereafter look only to Parent and the Surviving Corporation or Parent for payment of its claim for Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Pre Paid Legal Services Inc), Merger Agreement (Pre Paid Legal Services Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Cambridge Display Technology, Inc.), Merger Agreement (Warrantech Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock prior to the Merger who has not theretofore complied with this Article II shall thereafter look only to Parent and the Surviving Corporation or Parent for payment of its claim for the Merger ConsiderationConsideration and only as general creditors in respect of such claim.
Appears in 2 contracts
Samples: Merger Agreement (Riviera Holdings Corp), Merger Agreement (Isle Investors LLC)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving CorporationBuyer, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look be entitled to receive only from the Buyer (subject to the Surviving Corporation or Parent for abandoned property, escheat and similar laws) payment (only as a general unsecured creditor) of its claim for Merger Consideration, without interest.
Appears in 2 contracts
Samples: Merger Agreement (Rsa Security Inc/De/), Merger Agreement (Emc Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger ConsiderationConsideration to which they are entitled.
Appears in 2 contracts
Samples: Merger Agreement (Viad Corp), Merger Agreement (Game Financial Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment investments thereof) that remains undistributed to the former holders of Company Common Stock for one year after Shares on the first anniversary of the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder former holders of Company Common Stock Shares who has have not theretofore complied surrendered their Common Shares in accordance with this Article II Section 1.14 shall thereafter look only to the Surviving Corporation or Parent for payment of its their claim for the Merger Consideration, without interest thereon, upon due surrender of their Common Shares.
Appears in 2 contracts
Samples: Merger Agreement (Caucuscom Mergerco Corp.), Merger Agreement (Metromedia International Group Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one (1) year after the Effective Time shall be delivered to the Buyer or the Surviving Corporation, as directed by the Buyer, upon demand, and any holder of Company Common Capital Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look be entitled to receive only to from the Surviving Corporation or Parent for Buyer payment of its claim for Merger Consideration, without interest.
Appears in 2 contracts
Samples: Merger Agreement (I Trax Inc), Merger Agreement (Walgreen Co)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one one-year after the Effective Time shall be delivered to the Surviving CorporationParent, upon demand, and, from and after such delivery to Parent, any holder holders of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to Parent or the Surviving Corporation or Parent for payment the Merger Consideration payable in respect of its claim for Merger Considerationsuch shares of Company Common Stock, without any interest thereon.
Appears in 2 contracts
Samples: Merger Agreement (Andrx Corp /De/), Merger Agreement (Watson Pharmaceuticals Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment investments thereof) that which remains undistributed to the holders of Company Common Stock for one year after following the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder . Any holders of Company Common Stock Public Shares who has have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Oneil Timothy P), Merger Agreement (Transfinancial Holdings Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one (1) year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II shall thereafter Section 2.2 may look only to the Surviving Corporation or Parent for (subject to abandoned property, escheat and similar laws) for, and the Surviving Corporation shall remain liable for, payment of its claim for Merger ConsiderationConsideration without interest.
Appears in 2 contracts
Samples: Merger Agreement (Encore Medical, L.P.), Merger Agreement (Encore Medical Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment investments thereof) that which remains undistributed to the holders of Company Common Stock for one year after following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder . Any holders of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Langner Jay B), Merger Agreement (Hudson General Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of shares of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.
Appears in 2 contracts
Samples: Offer to Purchase (JRC Acquisition Corp), Merger Agreement (HCH Acquisition Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one (1) year after the Effective Time shall be delivered to the Buyer or the Surviving Corporation, as directed by the Buyer, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look be entitled to receive only to from the Surviving Corporation or Parent for Buyer payment of its claim for Merger Consideration, without interest.
Appears in 2 contracts
Samples: Merger Agreement (Walgreen Co), Agreement and Plan of Merger (Option Care Inc/De)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Xxxxxx Common Stock for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder holders of Company Xxxxxx Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger ConsiderationConsideration to which they are entitled.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Recoton Corp), Agreement and Plan of Merger (Recoton Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders shareholders of the Company Common Stock for one year after the Effective Time shall be delivered to the Surviving CorporationAssociated, upon demand, and any holder shareholders of the Company Common Stock who has have not theretofore complied with this Article II I shall thereafter look only to the Surviving Corporation or Parent Associated for payment of its their claim for Merger Cash Consideration, Associated Common Stock, any cash in lieu of Fractional Shares (if any), and any dividends or distributions with respect to Associated Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Associated Banc-Corp), Merger Agreement (First Federal Capital Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the former holders of Company Xxxxxx Common Stock for one year twelve (12) months after the Merger Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder former holders of Company Xxxxxx Common Stock who has have not theretofore complied with this Article II I shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration.Consideration to which they are entitled pursuant to this Article I.
Appears in 2 contracts
Samples: Merger Agreement (News Corp LTD), Agreement and Plan of Merger (Hughes Electronics Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of shares of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving CorporationAcquiror, upon demand, and any holder holders of shares of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for Acquiror for, and Acquiror shall remain liable for, payment of its their claim for the Merger ConsiderationConsideration (subject to applicable abandoned property, escheat and other similar Laws).
Appears in 1 contract
Samples: Merger Agreement (Bedford Property Investors Inc/Md)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders holder of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, Corporation and any holder of Company Common Stock who has not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Ford Motor Co)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year nine months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment investments thereof) that which remains undistributed to the holders of Company Common Stock for one year after following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder . Any holders of Company Common Stock who has have not theretofore complied with this Article ARTICLE II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders shareholders of the Company Common Stock for one year twelve months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its their claim for Merger ConsiderationAcquirer Common Stock, any cash in lieu of fractional shares of Acquirer Common Stock and any dividends or distributions with respect to Acquirer Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Hope Bancorp Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II ARTICLE III shall thereafter look only to the Surviving Corporation or Parent as the general creditor therefor for payment of its claim their claims for the Merger Consideration, without any interest thereon.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of shares of Company Common Stock for one year 180 days after the Effective Time shall may be delivered to the Surviving Corporation, upon demand, and any holder holders of shares of Company Common Stock who has have not theretofore complied with this Article II 3 shall thereafter look only to the Surviving Corporation or Parent (subject to applicable abandoned property, escheat and similar Laws) for payment of its claim for the Merger Consideration, without any interest thereon.
Appears in 1 contract
Samples: Merger Agreement (Clubcorp Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look only to the Surviving Corporation or Parent for (subject to abandoned property, escheat and similar laws) for, and the Surviving Corporation shall remain liable for, payment of its claim for Merger ConsiderationConsideration without interest.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger ConsiderationConsideration without any interest thereon.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year 365 days after the Effective Time shall be delivered to the Surviving CorporationBuyer, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look be entitled to receive only to from the Surviving Corporation or Parent for Buyer payment of its claim for Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including which remains unclaimed by the proceeds of any investment thereof) that remains undistributed to the former holders of Company Common Stock for one year twelve months after the Effective Time shall be delivered to the Surviving CorporationAcquiror, upon demand, and any holder former holders of Company Common Stock who has shall not have theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent Acquiror for payment of its claim for Merger Considerationthe Acquiror Common Stock and any cash to which they are entitled.
Appears in 1 contract
Samples: Merger Agreement (Natco Group Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock and/or Company Options for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (UCP, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Ecometry Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one (1) year after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II 3 shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration., without any interest thereon. Section 3.2.5
Appears in 1 contract
Samples: Merger Agreement
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year six (6) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving CorporationBuyer, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look only to the Surviving Corporation or Parent Buyer (subject to abandoned property, escheat and similar laws) for payment of its claim for Merger ConsiderationConsideration without interest.
Appears in 1 contract
Samples: Merger Agreement (Doubleclick Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment investments thereof) that remains undistributed to the former holders of shares of Company Common Stock for one (1) year after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder former holders of shares of Company Common Stock who has have not theretofore complied surrendered their shares of Company Common Stock in accordance with this Article II Section 3.2 shall thereafter look only to the Surviving Corporation or Parent for payment of its their claim for the Merger Consideration, without any interest thereon, upon due surrender of their shares of Company Common Stock.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment investments thereof) that remains undistributed to the former holders of shares of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder former holders of shares of Company Common Stock who has have not theretofore complied surrendered their shares of Company Common Stock in accordance with this Article II Section 1.8 shall thereafter look only to the Surviving Corporation or Parent for payment of its their claim for the Merger ConsiderationConsideration without any interest thereon, upon due surrender of their shares.
Appears in 1 contract
Samples: Merger Agreement (Memry Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of and any investment thereofinterest or other income earned thereon) that which remains undistributed to the holders of Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent as general creditors thereof for payment of its claim for the Merger ConsiderationConsideration (subject to abandoned property, escheat or other similar laws), without any interest thereon.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall will be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall will thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of the Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, Parent upon demand, and any holder of the Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Buyer Parties and the Surviving Corporation LLC (subject to abandoned property, escheat or Parent for similar Laws) as general creditors thereof with respect to the payment of its claim for Merger Consideration, without any interest thereon.
Appears in 1 contract
Samples: Merger Agreement (AmREIT, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year nine (9) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder of Company Common Stock Stockholders who has have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year twelve (12) months after the Effective Time Time, shall be delivered to the Surviving Corporation, upon demand, Corporation and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent and the Surviving Corporation or Parent for payment of its claim for Merger ConsiderationConsideration without any interest thereon.
Appears in 1 contract
Samples: Merger Agreement (PHH Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock a Certificate who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock Shares for one year after the Effective Time shall be delivered to the Surviving CorporationAcquiror, upon demandrequest, and any holder holders of Company Common Stock Shares who has have not theretofore complied with this Article II shall thereafter look only to Acquiror for the Surviving Corporation shares of Acquiror Common Stock to which they are entitled pursuant to Section 2.01, any dividends or Parent for payment of its claim for Merger Consideration.other distributions with respect to Acquiror Common Stock to which they are entitled pursuant to Section 2.02(c) and any cash in lieu of
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving Corporation, Buyer upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look only to the Surviving Corporation or Parent Buyer (subject to abandoned property, escheat and similar laws) for payment of its claim for the applicable portion of the Merger Consideration, without interest.
Appears in 1 contract
Samples: Merger Agreement (Google Inc.)