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

Termination of Fund; Abandoned Property. At any time following six months after the Closing Date, DENTSPLY shall be entitled to require the Exchange Agent to deliver to it any shares of DENTSPLY Common Stock or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Sirona Certificates or Sirona Book-Entry Shares, and thereafter such holders shall be entitled to look only to 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 Sirona Certificates or 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 Sirona Certificates or 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 Sirona Certificates or Sirona Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of DENTSPLY, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of DENTSPLY, the Surviving Corporation or the Exchange Agent, or any Representative or affiliate thereof, shall be liable to any holder of a Sirona Certificate or 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 six months one year after the Closing Date, DENTSPLY Holdco shall be entitled to require the Exchange Agent to deliver to it it, or its nominee, any shares of DENTSPLY Common Stock Holdco Ordinary Shares or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Sirona GSM Certificates or Sirona GSM Book-Entry Shares, and thereafter such holders shall be entitled to look only to DENTSPLY 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 Sirona GSM Certificates or Sirona 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 Sirona GSM Certificates or Sirona 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 Sirona GSM Certificates or Sirona GSM Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of DENTSPLYHoldco, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of DENTSPLY, the Surviving Corporation or neither Holdco nor the Exchange Agent, or any Representative or affiliate thereof, Agent shall be liable to any holder of a Sirona GSM Certificate or Sirona 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 six (6) months after the Closing Date, DENTSPLY Ouster shall be entitled to require the Exchange Agent to deliver to it any shares of DENTSPLY Ouster Common Stock or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Sirona Certificates or Sirona Velodyne Book-Entry Shares, Shares and thereafter such holders shall be entitled to look only to DENTSPLY 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 Sirona Certificates or Sirona 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 Sirona Certificates or Sirona 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 Sirona Certificates or Sirona Velodyne Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of DENTSPLYOuster, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of DENTSPLYOuster, the First Step Surviving Corporation, the Surviving Corporation Company or the Exchange Agent, or any Representative or affiliate thereof, shall be liable to any holder of a Sirona Certificate or Sirona 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 twelve (12) months after the Closing Date, DENTSPLY Sarg shall be entitled to require the Exchange Agent to deliver to it any shares of DENTSPLY Sarg Common Stock or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Sirona Cardinal Certificates or Sirona Cardinal Book-Entry Shares, and thereafter such holders shall be entitled to look only to DENTSPLY 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 Sirona Cardinal Certificates or Sirona 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 Sirona Cardinal Certificates or Sirona 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 Sirona Cardinal Certificates or Sirona Cardinal Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of DENTSPLYSarg, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of DENTSPLY, the Surviving Corporation or neither Sarg nor the Exchange Agent, or any Representative or affiliate thereof, Agent shall be liable to any holder of a Sirona Cardinal Certificate or Sirona 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 six months one (1) year after the Closing Date, DENTSPLY Omnicom shall be entitled to require the Exchange Agent to deliver to it any shares of DENTSPLY Omnicom Common Stock or cash remaining in the Exchange Fund made available to the Exchange Agent and not delivered to holders of Sirona IPG Certificates or Sirona IPG Book-Entry Shares, Shares and thereafter such holders shall be entitled to look only to DENTSPLY Omnicom (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Merger Consideration payable upon due surrender of their Sirona IPG Certificates or Sirona IPG 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 Sirona IPG Certificates or Sirona IPG Book-Entry Shares has not complied with the procedures in Section 2.5 2.4 to receive the applicable Merger Consideration to which such holder would otherwise be entitled, the applicable Merger Consideration to which such holder would otherwise be entitled in respect of such Sirona IPG Certificates or Sirona IPG Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of DENTSPLYOmnicom, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of DENTSPLYOmnicom, the Surviving Corporation or the Exchange Agent, or any Representative or affiliate thereof, shall be liable to any holder of a Sirona an IPG Certificate or Sirona IPG 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 six months one year after the Closing Date, DENTSPLY Holdco shall be entitled to require the Exchange Agent to deliver to it it, or its nominee, any shares of DENTSPLY Holdco Common Stock Shares or cash remaining in the US Exchange Fund made available to the Exchange Agent and not delivered to holders of Sirona HW Certificates or Sirona HW Book-Entry Shares, and thereafter such holders shall be entitled to look only to DENTSPLY 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 Sirona HW Certificates or Sirona 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 Sirona HW Certificates or Sirona 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 Sirona HW Certificates or Sirona HW Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of DENTSPLYHoldco, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of DENTSPLY, the Surviving Corporation or neither Holdco nor the Exchange Agent, or any Representative or affiliate thereof, Agent shall be liable to any holder of a Sirona HW Certificate or Sirona HW Book-Entry Shares for US Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.