Common use of Termination of Fund; Abandoned Property Clause in Contracts

Termination of Fund; Abandoned Property. At any time following twelve (12) months after the Closing Date, Sarg shall be entitled to require the Exchange Agent to deliver to it any shares of Sarg Common Stock or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Cardinal Certificates or Cardinal Book-Entry Shares, and thereafter such holders shall be entitled to look only to Sarg (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Cardinal Certificates or Cardinal Book-Entry Shares and compliance with the procedures in Section 2.5. If, prior to six years after the Closing Date (or otherwise immediately prior to such time on which any payment in respect hereof would escheat to or become the property of any Governmental Entity pursuant to any applicable abandoned property, escheat or similar Laws), any holder of Cardinal Certificates or Cardinal Book-Entry Shares has not complied with the procedures in Section 2.5 to receive the Merger Consideration to which such holder would otherwise be entitled, the Merger Consideration to which such holder would otherwise be entitled in respect of such Cardinal Certificates or Cardinal Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of Sarg, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, neither Sarg nor the Exchange Agent shall be liable to any holder of a Cardinal Certificate or Cardinal Book-Entry Shares for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Fund; Abandoned Property. At any time following twelve (12) six months after the Closing Date, Sarg DENTSPLY shall be entitled to require the Exchange Agent to deliver to it any shares of Sarg DENTSPLY Common Stock or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Cardinal Sirona Certificates or Cardinal Sirona Book-Entry Shares, and thereafter such holders shall be entitled to look only to Sarg DENTSPLY (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Cardinal Sirona Certificates or Cardinal Sirona Book-Entry Shares and compliance with the procedures in Section 2.5. If, prior to six years after the Closing Date (or otherwise immediately prior to such time on which any payment in respect hereof would escheat to or become the property of any Governmental Entity pursuant to any applicable abandoned property, escheat or similar Laws), any holder of Cardinal Sirona Certificates or Cardinal Sirona Book-Entry Shares has not complied with the procedures in Section 2.5 to receive the Merger Consideration to which such holder would otherwise be entitled, the Merger Consideration to which such holder would otherwise be entitled in respect of such Cardinal Sirona Certificates or Cardinal Sirona Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of SargDENTSPLY, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, neither Sarg nor none of DENTSPLY, the Surviving Corporation or the Exchange Agent Agent, or any Representative or affiliate thereof, shall be liable to any holder of a Cardinal Sirona Certificate or Cardinal Sirona Book-Entry Shares for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Fund; Abandoned Property. At any time following twelve (12) months one year after the Closing Date, Sarg Holdco shall be entitled to require the Exchange Agent to deliver to it it, or its nominee, any shares of Sarg Common Stock Holdco Ordinary Shares or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Cardinal GSM Certificates or Cardinal GSM Book-Entry Shares, and thereafter such holders shall be entitled to look only to Sarg Holdco (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Cardinal GSM Certificates or Cardinal GSM Book-Entry Shares and compliance with the procedures in Section 2.52.4. If, prior to six years after the Closing Date (or otherwise immediately prior to such time on which any payment in respect hereof would escheat to or become the property of any Governmental Entity pursuant to any applicable abandoned property, escheat or similar Laws), any holder of Cardinal GSM Certificates or Cardinal GSM Book-Entry Shares has not complied with the procedures in Section 2.5 2.4 to receive the Merger Consideration to which such holder would otherwise be entitled, the Merger Consideration to which such holder would otherwise be entitled in respect of such Cardinal GSM Certificates or Cardinal GSM Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of SargHoldco, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, neither Sarg Holdco nor the Exchange Agent shall be liable to any holder of a Cardinal GSM Certificate or Cardinal GSM Book-Entry Shares for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Fund; Abandoned Property. At any time following twelve six (126) months after the Closing Date, Sarg Ouster shall be entitled to require the Exchange Agent to deliver to it any shares of Sarg Ouster Common Stock or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Cardinal Certificates or Cardinal Velodyne Book-Entry Shares, Shares and thereafter such holders shall be entitled to look only to Sarg Ouster (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Velodyne Merger Consideration payable upon due surrender of their Cardinal Certificates or Cardinal Velodyne Book-Entry Shares and compliance with the procedures in Section 2.52.6. If, prior to six (6) years after the Closing Date (or otherwise immediately prior to such time on which any payment in respect hereof would escheat to or become the property of any Governmental Entity pursuant to any applicable abandoned property, escheat or similar Laws), any holder of Cardinal Certificates or Cardinal Velodyne Book-Entry Shares has not complied with the procedures in Section 2.5 2.6 to receive the applicable Velodyne Merger Consideration to which such holder would otherwise be entitled, the applicable Velodyne Merger Consideration to which such holder would otherwise be entitled in respect of such Cardinal Certificates or Cardinal Velodyne Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of SargOuster, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, neither Sarg nor none of Ouster, the First Step Surviving Corporation, the Surviving Company or the Exchange Agent Agent, or any Representative or affiliate thereof, shall be liable to any holder of a Cardinal Certificate or Cardinal Velodyne Book-Entry Shares for Velodyne Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Fund; Abandoned Property. At any time following the date that is twelve (12) months after the Closing Date, Sarg New Paramount shall be entitled to require the Exchange Agent to deliver to it any shares of Sarg New Paramount Common Stock or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Cardinal Certificates or Cardinal Certificates, Book-Entry Shares, Shares or Skydance Membership Units and thereafter such holders shall be entitled to look only to Sarg New Paramount (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable New Paramount Merger Consideration or Skydance Merger Consideration, as applicable, payable upon due surrender of their Cardinal Certificates or Cardinal Book-Entry Shares and compliance in accordance with the procedures in this Section 2.52.3. If, prior to the date that is six years after the Closing Date (or otherwise immediately prior to such time on which any payment in respect hereof would escheat to or become the property of any Governmental Entity Body pursuant to any applicable abandoned property, escheat or similar Laws), any holder of Cardinal Certificates or Cardinal Certificates, Book-Entry Shares or Skydance Membership Units has not complied with the procedures in this Section 2.5 2.3 to receive the applicable New Paramount Merger Consideration or Skydance Merger Consideration to which such holder would otherwise be entitled, the applicable New Paramount Merger Consideration or Skydance Merger Consideration to which such holder would otherwise be entitled in respect of such Cardinal Certificates or Cardinal Certificates, Book-Entry Shares or Skydance Membership Units shall, to the extent permitted by applicable Law, become the property of SargNew Paramount, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, neither Sarg nor none of Paramount, New Paramount, Skydance, the Surviving Paramount Entity, the Surviving New Paramount Entity, the Surviving Skydance Entity or the Exchange Agent Agent, or any Representative or Affiliate thereof, shall be liable to any holder of a Cardinal Certificate or Cardinal Certificate, Book-Entry Shares Share or Skydance Membership Unit for New Paramount Merger Consideration or Skydance Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Fund; Abandoned Property. At any time following twelve (12) six months after the Closing Date, Sarg Holdco shall be entitled to require the Exchange Agent to deliver to it any shares of Sarg Holdco Common Stock or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Cardinal Certificates or Cardinal Island Certificates, Island Book-Entry Shares, Boat Certificates or Boat Book-Entry Shares and thereafter such holders shall be entitled to look only to Sarg Holdco (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Island Merger Consideration or Boat Merger Consideration, as applicable, payable upon due surrender of their Cardinal Island Certificates, Island Book-Entry Shares, Boat Certificates or Cardinal Boat Book-Entry Shares and compliance with the procedures in Section 2.5. If, prior to six years after the Closing Date (or otherwise immediately prior to such time on which any payment in respect hereof would escheat to or become the property of any Governmental Entity pursuant to any applicable abandoned property, escheat or similar Laws), any holder of Cardinal Island Certificates, Island Book-Entry Shares, Boat Certificates or Cardinal Boat Book-Entry Shares has not complied with the procedures in Section 2.5 to receive the applicable Island Merger Consideration or Boat Merger Consideration to which such holder would otherwise be entitled, the applicable Island Merger Consideration or Boat Merger Consideration to which such holder would otherwise be entitled in respect of such Cardinal Island Certificates, Island Book-Entry Shares, Boat Certificates or Cardinal Boat Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of SargHoldco, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, neither Sarg nor none of Boat, the Island Surviving Corporation, the Boat Surviving Corporation or the Exchange Agent Agent, or any Representative or affiliate thereof, shall be liable to any holder of a Cardinal an Island Certificate, Island Book-Entry Shares, Boat Certificate or Cardinal Boat Book-Entry Shares for Island Merger Consideration or Boat Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Fund; Abandoned Property. At any time following twelve (12) months one year after the Closing Date, Sarg Holdco shall be entitled to require the Exchange Agent to deliver to it it, or its nominee, any shares of Sarg Holdco Common Stock Shares or cash remaining in the US Exchange Fund made available to the Exchange Agent and not delivered to holders of Cardinal HW Certificates or Cardinal HW Book-Entry Shares, and thereafter such holders shall be entitled to look only to Sarg Holdco (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the US Merger Consideration payable upon due surrender of their Cardinal HW Certificates or Cardinal HW Book-Entry Shares and compliance with the procedures in Section 2.53.2(e). If, prior to six years after the Closing Date (or otherwise immediately prior to such time on which any payment in respect hereof would escheat to or become the property of any Governmental Entity Authority pursuant to any applicable abandoned property, escheat or similar Laws), any holder of Cardinal HW Certificates or Cardinal HW Book-Entry Shares has not complied with the procedures in Section 2.5 3.2(e) to receive the US Merger Consideration to which such holder would otherwise be entitled, the US Merger Consideration to which such holder would otherwise be entitled in respect of such Cardinal HW Certificates or Cardinal HW Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of SargHoldco, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, neither Sarg Holdco nor the Exchange Agent shall be liable to any holder of a Cardinal HW Certificate or Cardinal HW Book-Entry Shares for US Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.