Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to the holders of Certificates and Book Entry Shares for twelve months after the Effective Time shall be delivered by the Paying Agent to the Parent, upon demand, and any holder of a Certificate or Book Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent for payment of the Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 4 contracts
Samples: Merger Agreement (Sonus Networks Inc), Merger Agreement (Performance Technologies Inc \De\), Merger Agreement (Network Equipment Technologies Inc)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve months one year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to Parent and/or the Parent Surviving Corporation, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 3 contracts
Samples: Merger Agreement (Feldenkreis George), Merger Agreement (Perry Ellis International, Inc), Merger Agreement (Emdeon Inc.)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve months one year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to Parent and/or the Parent Surviving Corporation, which shall remain responsible for payment and issuance of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Dover Motorsports Inc), Merger Agreement (Papa Murphy's Holdings, Inc.)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to the holders of Certificates and Book Entry Shares for twelve six months after the Effective Time shall be delivered by the Paying Agent to the Parent, upon demand, and any holder of a Certificate or Book Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent for payment of the Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Perkinelmer Inc), Merger Agreement (Caliper Life Sciences Inc)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve months one year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II III shall thereafter look only to Parent and/or the Parent Surviving Corporation, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 2 contracts
Samples: Merger Agreement (LD Commodities Sugar Holdings LLC), Merger Agreement (Imperial Sugar Co /New/)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to the holders of the Company Certificates and Book or Book-Entry Shares for twelve 12 months after the Effective Time shall will be delivered by the Paying Agent to the Parent, upon demand, and any holder holders of a Certificate Company Certificates or Book Book-Entry Shares who has have not theretofore complied with this Article II shall may thereafter look only to the Parent for payment of the their claim for Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Arch Coal Inc), Merger Agreement (International Coal Group, Inc.)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve months one (1) year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent for payment of the Merger applicable Transaction Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 2 contracts
Samples: Amalgamation Agreement, Agreement and Plan of Amalgamation (SeaCube Container Leasing Ltd.)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve six (6) months after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent Parent, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded subject to general unsecured creditors of the Parent under any applicable lawabandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Pinnacle Foods Inc.), Merger Agreement (Boulder Brands, Inc.)
Termination of Payment Fund. Any Upon the request of Parent, any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Company Certificates and Book Entry Shares for twelve (12) months after the Effective Time shall be delivered by the Paying Payment Agent to Parent or the Surviving Corporation, as determined by Parent, upon demand, and any . Any holder of a Certificate or Book Entry Eligible Shares who has not theretofore complied with this Article II by such time shall thereafter look only to Parent or the Parent Surviving Corporation, as applicable, for payment of the Per Share Merger Consideration, but shall have no greater rights against the Parent than may be accorded Consideration with respect to general unsecured creditors of the Parent under applicable laweach Eligible Share.
Appears in 2 contracts
Samples: Merger Agreement (Steel Partners Holdings L.P.), Merger Agreement (Steel Connect, Inc.)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve six months after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent Parent, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded subject to general unsecured creditors of the Parent under any applicable lawabandoned property, escheat or similar Law.
Appears in 2 contracts
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Old Certificates and Book or Book-Entry Shares for twelve months one year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Old Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent for payment of the Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Earthlink Inc), Merger Agreement (Itc Deltacom Inc)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve months one (1) year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent for for, and Parent shall remain liable for, payment of the applicable Merger ConsiderationConsideration pursuant to the terms of this Article II, but shall have no greater rights against the Parent than may be accorded subject to general unsecured creditors of the Parent under any applicable lawabandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Inteliquent, Inc.)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve months one (1) year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied theretoforecomplied with this Article II shall thereafter look only to the Parent for for, and Parent shall remain liable for, payment of the applicable Merger ConsiderationConsideration pursuant to the terms of this Article II, but shall have no greater rights against the Parent than may be accorded subject to general unsecured creditors of the Parent under any applicable lawabandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Old Certificates and Book or Book-Entry Shares for twelve months one year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter and subject to the provisions of Section 2.2(g), and any holder of a Certificate Old Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent for for, and Parent shall remain liable for, payment of the Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 1 contract
Samples: Merger Agreement (InfoLogix Inc)
Termination of Payment Fund. Any portion of the Payment Fund (and any interest thereon) that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve months one (1) year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent Parent, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 1 contract
Samples: Merger Agreement (CDK Global, Inc.)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve six months after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to Parent and/or the Parent Surviving Corporation, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 1 contract
Samples: Merger Agreement (Stein Mart Inc)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to the holders of Certificates and Book Entry Shares for twelve months one year after the Effective Time shall be delivered by the Paying Agent to the Parent, upon demand, and any holder of a Certificate or Book Entry Shares who has not theretofore complied with this Article II III shall thereafter look only to the Parent or the Surviving Corporation for payment of the Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 1 contract
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve six months after the Effective Time shall be delivered by the Paying Agent to the Parent. Thereafter, upon demand, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to Parent and/or the Parent Surviving Corporation, which shall remain responsible for payment and issuance of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 1 contract
Samples: Merger Agreement (Qumu Corp)
Termination of Payment Fund. Any portion of the Payment Fund that which remains undistributed to the holders of Certificates and Book Entry Shares for twelve months after the Effective Time shall be delivered by the Paying Agent to the Parent, upon demand, and any holder holders of a Certificate or Book Entry Shares prior to the Effective Time who has have not theretofore complied with this Article II and the instructions in the letter of transmittal shall thereafter look only to the Parent and only as general creditors thereof for payment of the Merger ConsiderationConsideration (subject to abandoned property, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable lawescheat or similar Laws).
Appears in 1 contract
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve six (6) months after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II III shall thereafter look only to Parent and/or the Parent Surviving Corporation, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may Consideration until such time as such funds are required to be accorded transferred to general unsecured creditors of the Parent a public official under applicable lawabandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Frozen Food Express Industries Inc)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to the holders of Certificates and Book Entry Shares for twelve (12) months after the Effective Time shall be delivered by the Paying Agent to the Parent, upon demand, and any holder holders of a Certificate Certificates or Book Book-Entry Shares who has have not theretofore complied with this Article II 1 shall thereafter look only be entitled to the receive from Parent (subject to abandoned property, escheat or similar Laws, as general creditors thereof) for payment of the their claim for Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 1 contract
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve months one (1) year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to Parent and/or the Parent Surviving Corporation, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 1 contract