Common use of Termination of Payment Fund Clause in Contracts

Termination of Payment Fund. Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be returned to the Surviving Corporation (or, at the option of Parent, Parent), upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation or Parent, as applicable (subject to abandoned property, escheat, or other similar Laws), as general creditors thereof, for payment of the Merger Consideration without any interest. Notwithstanding the foregoing, neither the Surviving Corporation nor Parent shall be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat, or similar Laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock as of the earlier of three (3) years after the Effective Time or, as the case may be, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority, shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent), free and clear of any claims or interest of any Person previously entitled thereto.

Termination of Payment Fund. Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be returned to the Surviving Corporation (or, at the option of Parent, to Parent), upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation or Parent, as applicable (subject to abandoned property, escheat, or other similar Laws), as general creditors thereof, for payment of the Merger Consideration without any interest. Notwithstanding the foregoing, neither the Surviving Corporation nor Parent shall be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat, or similar Laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock as of the earlier of three two (32) years after the Effective Time orTime, as the case may beor such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority, Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, of Parent), ) free and clear of any claims or interest of any Person previously entitled thereto.

Termination of Payment Fund. Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve eighteen (1218) months after the Effective Time Time, shall be returned to the Surviving Corporation (or, at the option of Parent, Parent), upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Per Share Merger Consideration in accordance with this Section 2.02 2.8.3 prior to that time the applicable deadline date shall thereafter look only to the Surviving Corporation or Parent, as applicable (subject to abandoned Laws regarding unclaimed property, escheat, or other similar Laws), as general creditors thereof, for payment of the Per Share Merger Consideration Consideration, without any interestinterest and net of any Taxes required by Law to be withheld. Notwithstanding the foregoing, neither None of the Surviving Corporation nor Parent Corporation, Parent, Stockholders’ Representative or any other Person shall be liable have any liability to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned Laws regarding unclaimed property, escheat, or similar Laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock as of the earlier of three (3) two years after the Effective Time orTime, as the case may beor such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority, Authority shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent), ) free and clear of any claims or interest of any Person previously entitled thereto.

Termination of Payment Fund. Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve six (126) months after the Effective Time shall be returned to the Surviving Corporation (or, at the option of Parent, Parent), upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.02 3.02 prior to that time shall thereafter look only to the Surviving Corporation or Parent, as applicable (subject to abandoned property, escheat, or other similar Laws), as general creditors thereof, for payment of the Merger Consideration without any interest. Notwithstanding the foregoing, neither the Surviving Corporation nor Parent shall be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat, or similar Laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock as of the earlier of three (3) years after the Effective Time or, as the case may be, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority, Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent), ) free and clear of any claims or interest of any Person previously entitled thereto.

Termination of Payment Fund. Any portion of the Payment Fund (including all interest and other income received by the Paying Agent in respect of all Payment Funds) that remains unclaimed by the holders of shares of Company Common Stock twelve (12) 12 months after the Effective Time shall be returned to the Surviving Corporation (or, at the option of Parent, to Parent), upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.02 3.02 prior to that time shall thereafter look only to the Surviving Corporation or Parent, as applicable (subject to abandoned property, escheat, or other similar Laws), as general creditors thereof, for payment of the Merger Consideration without any interest. Notwithstanding the foregoing, neither the Surviving Corporation nor Parent shall be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat, or similar Laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock as of the earlier of three (3) years after the Effective Time or, as the case may be, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority, Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent), ) free and clear of any claims or interest of any Person previously entitled thereto.

Termination of Payment Fund. Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve six (126) months after the Effective Time shall be returned to the Surviving Corporation (or, at the option of Parent, Parent), upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.02 ARTICLE III prior to that time shall thereafter look only to the Surviving Corporation or Parent, as applicable (subject to abandoned property, escheat, or other similar Laws), as general creditors thereof, for payment of the Merger Consideration without any interest. Notwithstanding the foregoing, neither the Surviving Corporation nor Parent shall be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat, or similar Laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock as of the earlier of three (3) years after the Effective Time or, as the case may be, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority, Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent), ) free and clear of any claims or interest of any Person previously entitled thereto.

Termination of Payment Fund. Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be returned to the Surviving Corporation (or, at the option of Parent, Parent), upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.02 (and Section 2.05 in the case of lost, stolen or destroyed Certificates) prior to that time shall thereafter look only to the Surviving Corporation or Parent, as applicable Parent (subject to abandoned property, escheat, or other similar Laws), as general creditors thereof, for payment of the Merger Consideration without any interest. Notwithstanding the foregoing, neither the Surviving Corporation nor Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat, or similar Laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock as of the earlier of three (3) two years after the Effective Time or, as the case may be(or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority, Entity) shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent), Parent free and clear of any claims or interest of any Person previously entitled thereto.

Termination of Payment Fund. Any portion of the Payment Fund that remains unclaimed by the shareholders of the Company or holders of shares of Company Common Stock twelve (12) months Options for 360 days after the Effective Time shall be returned paid to Parent. Any shareholders of the Surviving Corporation (or, at the option Company or holders of Parent, Parent), upon demand, and any such holder Stock Options who has have not exchanged shares of Company Common Stock for the Merger Consideration in accordance theretofore complied with this Section 2.02 prior to that time Article I shall thereafter look only to the Surviving Corporation or Parent, as applicable (subject to abandoned property, escheat, or other similar Laws), as general creditors thereof, Parent for payment of the applicable Merger Consideration upon due surrender of their Certificates (or affidavits of loss in lieu thereof in accordance with Section 1.7(d)), in each case, without any interestinterest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor Parent If any Certificate shall be liable not have been surrendered prior to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat, or similar Laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock as of the earlier of three (3) two years after the Effective Time or, as the case may be, (or immediately prior to such time when earlier date on which any Merger Consideration or Option Consideration payable to the amounts holder of such Certificate or Stock Option would otherwise escheat to or become the property of any Governmental Authoritygovernmental authority), shall becomeany such Merger Consideration or Option Consideration shall, to the extent permitted by applicable Lawlaw, become the property of the Surviving Corporation (or, at the option of Parent, Parent)Corporation, free and clear of any all claims or interest of any Person person previously entitled thereto. Notwithstanding the foregoing, none of Parent, the Surviving Corporation, the Payment Agent or any other Person shall be liable to any former holder of Shares or Stock Options for any amount properly delivered to a public official or governmental authority pursuant to applicable abandoned property, escheat or similar laws.