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

Termination of Fund; Abandoned Property. At any time following six (6) months after the Closing Date, Ouster shall be entitled to require the Exchange Agent to deliver to it any shares of Ouster Common Stock or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Velodyne Book-Entry Shares and thereafter such holders shall be entitled to look only to 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 Velodyne Book-Entry Shares and compliance with the procedures in Section 2.6. 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 Velodyne Book-Entry Shares has not complied with the procedures in Section 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 Velodyne Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of Ouster, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Ouster, the First Step Surviving Corporation, the Surviving Company or the Exchange Agent, or any Representative or affiliate thereof, shall be liable to any holder of 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 six (6) months one year after the Closing Date, Ouster Holdco shall be entitled to require the Exchange Agent to deliver to it it, or its nominee, any shares of Ouster Common Stock Holdco Ordinary Shares or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Velodyne GSM Certificates or GSM Book-Entry Shares Shares, and thereafter such holders shall be entitled to look only to Ouster Holdco (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 Velodyne GSM Certificates or GSM Book-Entry Shares and compliance with the procedures in Section 2.62.4. 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 Velodyne GSM Certificates or GSM Book-Entry Shares has not complied with the procedures in Section 2.6 2.4 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 Velodyne GSM Certificates or GSM Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of OusterHoldco, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Ouster, the First Step Surviving Corporation, the Surviving Company or neither Holdco nor the Exchange Agent, or any Representative or affiliate thereof, Agent shall be liable to any holder of Velodyne a GSM Certificate or GSM 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 six (6) months after the Closing Date, Ouster DENTSPLY shall be entitled to require the Exchange Agent to deliver to it any shares of Ouster DENTSPLY Common Stock or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Velodyne Sirona Certificates or Sirona Book-Entry Shares Shares, and thereafter such holders shall be entitled to look only to Ouster DENTSPLY (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 Velodyne Sirona Certificates or Sirona Book-Entry Shares and compliance with the procedures in Section 2.62.5. 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 Velodyne Sirona Certificates or Sirona Book-Entry Shares has not complied with the procedures in Section 2.6 2.5 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 Velodyne Sirona Certificates or Sirona Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of OusterDENTSPLY, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Ouster, the First Step Surviving CorporationDENTSPLY, the Surviving Company Corporation or the Exchange Agent, or any Representative or affiliate thereof, shall be liable to any holder of Velodyne a Sirona Certificate or Sirona 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 six twelve (612) months after the Closing Date, Ouster Sarg shall be entitled to require the Exchange Agent to deliver to it any shares of Ouster Sarg Common Stock or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Velodyne Cardinal Certificates or Cardinal Book-Entry Shares Shares, and thereafter such holders shall be entitled to look only to Ouster Sarg (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 Velodyne Cardinal Certificates or Cardinal Book-Entry Shares and compliance with the procedures in Section 2.62.5. 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 Velodyne Cardinal Certificates or Cardinal Book-Entry Shares has not complied with the procedures in Section 2.6 2.5 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 Velodyne Cardinal Certificates or Cardinal Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of OusterSarg, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Ouster, the First Step Surviving Corporation, the Surviving Company or neither Sarg nor the Exchange Agent, or any Representative or affiliate thereof, Agent shall be liable to any holder of Velodyne a Cardinal Certificate or Cardinal 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 six (6) months after the Closing Date, Ouster Holdco shall be entitled to require the Exchange Agent to deliver to it any shares of Ouster Holdco Common Stock or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Velodyne Island Certificates, Island Book-Entry Shares, Boat Certificates or Boat Book-Entry Shares and thereafter such holders shall be entitled to look only to Ouster Holdco (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Velodyne Island Merger Consideration or Boat Merger Consideration, as applicable, payable upon due surrender of their Velodyne Island Certificates, Island Book-Entry Shares, Boat Certificates or Boat Book-Entry Shares and compliance with the procedures in Section 2.62.5. 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 Velodyne Island Certificates, Island Book-Entry Shares, Boat Certificates or Boat Book-Entry Shares has not complied with the procedures in Section 2.6 2.5 to receive the applicable Velodyne Island Merger Consideration or Boat Merger Consideration to which such holder would otherwise be entitled, the applicable Velodyne Island Merger Consideration or Boat Merger Consideration to which such holder would otherwise be entitled in respect of such Velodyne Island Certificates, Island Book-Entry Shares, Boat Certificates or Boat Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of OusterHoldco, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of OusterBoat, the First Step Island Surviving Corporation, the Boat Surviving Company Corporation or the Exchange Agent, or any Representative or affiliate thereof, shall be liable to any holder of Velodyne an Island Certificate, Island Book-Entry Shares, Boat Certificate or Boat Book-Entry Shares for Velodyne 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 six (6) months one year after the Closing Date, Ouster Holdco shall be entitled to require the Exchange Agent to deliver to it it, or its nominee, any shares of Ouster Holdco Common Stock Shares or cash remaining in the US Exchange Fund made available to the Exchange Agent and not delivered to holders of Velodyne HW Certificates or HW Book-Entry Shares Shares, and thereafter such holders shall be entitled to look only to Ouster Holdco (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Velodyne US Merger Consideration payable upon due surrender of their Velodyne HW Certificates or HW Book-Entry Shares and compliance with the procedures in Section 2.63.2(e). 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 Authority pursuant to any applicable abandoned property, escheat or similar Laws), any holder of Velodyne HW Certificates or HW Book-Entry Shares has not complied with the procedures in Section 2.6 3.2(e) to receive the applicable Velodyne US Merger Consideration to which such holder would otherwise be entitled, the applicable Velodyne US Merger Consideration to which such holder would otherwise be entitled in respect of such Velodyne HW Certificates or HW Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of OusterHoldco, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Ouster, the First Step Surviving Corporation, the Surviving Company or neither Holdco nor the Exchange Agent, or any Representative or affiliate thereof, Agent shall be liable to any holder of Velodyne a HW Certificate or HW Book-Entry Shares for Velodyne US Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.