Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration.
Appears in 14 contracts
Samples: Merger Agreement (Digitalnet Holdings Inc), Merger Agreement (Jameson Inns Inc), Merger Agreement (National Vision Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, 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 for payment of its claim for Merger ConsiderationConsideration and any applicable dividends or distributions with respect to any Parent Common Stock constituting Merger Consideration as provided in Section 2.02(c).
Appears in 6 contracts
Samples: Merger Agreement (Coast Hotels & Casinos Inc), Stockholders Agreement (Coast Hotels & Casinos Inc), Stockholders Agreement (Boyd Gaming Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months two (2) years after the Effective Time shall be delivered to Parent, 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 Parent for payment of its claim for the Merger ConsiderationConsideration to which they are entitled.
Appears in 5 contracts
Samples: Merger Agreement (Daou Systems Inc), Merger Agreement (Daou Systems Inc), Merger Agreement (Daou Systems Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund and Common Shares Trust that remains undistributed to the holders stockholders of the Company Common Stock for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder former stockholders of the Company Common Stock who has that have not theretofore complied with this Article II 2 shall thereafter look only to Parent for payment of its their claim for Merger ConsiderationParent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 5 contracts
Samples: Merger Agreement (Ticketmaster), Merger Agreement (Usa Interactive), Merger Agreement (Usa Interactive)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, 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/or the Surviving Corporation for payment of its claim for Merger Consideration.
Appears in 5 contracts
Samples: Merger Agreement (Maytag Corp), Merger Agreement (Whirlpool Corp /De/), Merger Agreement (Whirlpool Corp /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of Company Common Stock the Certificates who has have not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Considerationcash and 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, all without interest.
Appears in 4 contracts
Samples: Merger Agreement (Beazer Homes Usa Inc), Merger Agreement (Crossmann Communities Inc), Merger Agreement (Crossmann Communities Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders shareholders of the Company Common Stock for six eighteen (18) months after the Effective Time shall be delivered to Parent, and upon demand, and demand from any holder former Shareholders of the Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only II, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent for payment Common Stock shall be distributed, to the former Shareholders of its claim for Merger Considerationthe Company upon the receipt of proper Certificates and/or evidence reasonably satisfactory in form and substance to the Parent.
Appears in 4 contracts
Samples: Merger Agreement (Wireless Telecom Group Inc), Merger Agreement (Wireless Telecom Group Inc), Merger Agreement (Boonton Electronics Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration.
Appears in 4 contracts
Samples: Merger Agreement (Hisamitsu U.S., Inc.), Merger Agreement (United Defense Industries Inc), Merger Agreement (Noven Pharmaceuticals Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that made available to the Exchange Agent which remains undistributed to the holders stockholders of the Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder stockholders of the Company Common Stock who has have not theretofore complied with this Article II 2 shall thereafter look only to Parent for payment of its their claim for the Merger Consideration.
Appears in 4 contracts
Samples: Merger Agreement (Arrow Electronics Inc), Merger Agreement (Arrow Electronics Inc), Merger Agreement (Richey Electronics Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, 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 Parent for payment of its their claim for the Merger Consideration.
Appears in 3 contracts
Samples: Merger Agreement (Indevus Pharmaceuticals Inc), Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Endo Pharmaceuticals Holdings Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock Shareholders for six months after the Effective Time shall be delivered to ParentParent or the Surviving Corporation, upon demanddemand thereby, and any holder holders of shares of Company Common Stock who has have not theretofore complied with this Article II Section 2.3 shall thereafter look only to Parent for payment of its any claim for Merger Considerationto shares of Parent 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 (Belmont Homes Inc), Merger Agreement (Cavalier Homes Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six (6) months after the Effective Time shall be delivered to Parent, 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 Parent for payment of its their claim for the Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Healthtronics, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to unclaimed by the holders stockholders of the Company Common Stock for six months one year after the Effective Time shall be delivered returned to Parent, upon demand, and any holder . Any stockholders of the Company Common Stock who has have not theretofore complied with this Article II V shall thereafter look only to Parent for payment of its claim for the Merger ConsiderationConsideration upon due surrender of their Certificates (or affidavits of loss in lieu thereof), in each case, without any interest thereon.
Appears in 2 contracts
Samples: Merger Agreement (Ceridian Corp), Merger Agreement (Abr Information Services Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Capital Stock for six twelve (12) months after the Effective Time deposit thereof by Parent with the Exchange Agent shall be delivered to Parent, upon demand, and any holder holders of Company Common Capital Stock who has have not theretofore complied with this Article ARTICLE II shall thereafter look only to Parent for payment of its claim for the Merger ConsiderationConsideration to which they are entitled.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for the Merger Consideration; provided, however, that Parent may cause the Surviving Entity to pay any such claim for the cash portion of the Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Ventas Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with the provisions of this Article II Section 1.7 shall thereafter look only to Parent for payment of its claim for the Merger ConsiderationConsideration to which they are entitled.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Inverness Medical Innovations Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, 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 Parent for payment of its claim for the Merger ConsiderationConsideration to which they are entitled pursuant to this Article II.
Appears in 1 contract
Samples: Merger Agreement (Ivax Corp /De)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months one year after the Effective Time shall be delivered to Parent, the Parent upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II I shall thereafter look look, subject to Section 1.8(d), only to Parent for payment of its their claim for Merger ConsiderationParent Common Stock, any cash in lieu of fractional shares of parent Common Stock and any dividend or distributions with respect to Parent Common Stock.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders Company Stockholders as of Company Common Stock for a date which is six (6) months after the Effective Time of Merger shall be delivered to Parent, upon demand, and any holder of Company Common Stock Stockholders who has have not theretofore complied with this Article II III shall thereafter look only to Parent for payment of its their claim for the Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Brady Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, 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 Parent shall remain liable, for payment of its claim for Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six twelve months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Weyerhaeuser Co)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six (6) months after the Effective Time shall be delivered to Parent, 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 Parent for payment of its their claim for the Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Solta Medical Inc)
Termination of Exchange Fund. Any portion of the funds deposited with the Exchange Fund Agent that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration, without interest.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock, Company Employee Stock Options or Company Warrants for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock, Company Employee Stock Options or Company Warrants who has not theretofore complied with this Article II or Section 6.04, as applicable, shall thereafter look only to Parent for payment of its claim for Merger ConsiderationConsideration or payment under Section 6.04, as applicable.
Appears in 1 contract
Samples: Merger Agreement (Roto-Rooter Inc)