Common use of Termination of Exchange Period; Unclaimed Stock Clause in Contracts

Termination of Exchange Period; Unclaimed Stock. Any portion of the Exchange Fund (including the proceeds of any investments and any shares of Parent Common Stock) that remains unclaimed by the stockholders of the Company one year after the Effective Time will be delivered to Parent. Any stockholders of the Company who have not theretofore complied with this Article V will thereafter look only to Parent for delivery of any shares of Parent Common Stock and payment of any cash, dividends and other distributions in respect thereof payable or deliverable pursuant to Section 5.1, Section 5.2(c) and Section 5.2(e) upon due surrender of their Certificates (or affidavits of loss in lieu thereof), in each case, without any interest. Notwithstanding the foregoing, none of Parent, the Surviving Company, the Exchange Agent or any other Person will be liable to any former holder of Company Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Black Hills Corp /Sd/), Merger Agreement (Great Plains Energy Inc)

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Termination of Exchange Period; Unclaimed Stock. Any portion of the Exchange Fund (including the proceeds of any investments thereof and any shares of Parent Common Stock) that remains unclaimed by the stockholders shareholders of the Company one year 180 days after the Effective Time will shall be delivered delivered, at Parent's option, to Parent. Any stockholders shareholders of the Company who have not theretofore complied with this Article V will IV shall thereafter look only to Parent for delivery of any shares of Parent Common Stock and payment of any cash, dividends and other distributions in respect thereof payable or deliverable pursuant to Section 5.14.1, Section 5.2(c4.2(c) and Section 5.2(e4.2(e) upon due surrender of their Certificates (or affidavits of loss in lieu thereof), in each case, without any interestinterest thereon. Notwithstanding the foregoing, none of Parent, the Surviving CompanyCorporation, the Exchange Agent or any other Person will shall be liable to any former holder of Company Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws.

Appears in 2 contracts

Samples: Merger Agreement (Bellsouth Corp), Merger Agreement (At&t Inc.)

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Termination of Exchange Period; Unclaimed Stock. Any portion of the Exchange Fund (including the proceeds of any investments and any shares of Parent Common Stockthereof) that remains remain unclaimed by the stockholders shareholders of the Company one year 180 days after the Effective Time will shall be delivered paid to Parent. Any stockholders shareholders of the Company who have not theretofore complied with this Article V will IV shall thereafter look only to Parent for delivery payment of any their shares of Parent Common Stock and payment of any cash, dividends and other distributions in respect thereof issuable and/or payable or deliverable pursuant to Section 5.14.1, Section 5.2(c4.2(c) and Section 5.2(e4.2(e) upon due surrender of their Certificates (or affidavits of loss in lieu thereof), in each case, without any interestinterest thereon. Notwithstanding the foregoing, none of Parent, the Surviving CompanyCorporation, the Exchange Agent or nor any other Person will shall be liable to any former holder of Company Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Lawslaws.

Appears in 1 contract

Samples: Merger Agreement (Union Carbide Corp /New/)

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