Termination of the Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Consideration.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Closure Medical Corp), Agreement and Plan of Merger (Animas Corp), Agreement and Plan of Merger (Scios Inc)
Termination of the Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) in accordance with this Article II.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Boston Scientific Corp)
Termination of the Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six nine months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Consideration.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Pioneer Companies Inc), Agreement and Plan of Merger (Olin Corp), Agreement and Plan of Merger (Johnson & Johnson)
Termination of the Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II 2 shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Consideration.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (International Speedway Corp), Agreement and Plan of Merger (Speedway Motorsports Inc), Agreement and Plan of Merger (International Speedway Corp)
Termination of the Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger ConsiderationConsideration in accordance with this Article II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Conor Medsystems Inc)
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates for six 12 months after the Effective Time shall be delivered by the Paying Agent to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim claims for the Merger ConsiderationConsideration pursuant to the provisions of this Article II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Teleflex Medical Inc), Agreement and Plan of Merger (Arrow International Inc), Agreement and Plan of Merger (Teleflex Inc)
Termination of the Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, for payment of their claim for the Merger ConsiderationConsideration in accordance with this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advo Inc), Agreement and Plan of Merger (Valassis Communications Inc)
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied surrendered their shares for payment in compliance with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim claims for the Merger ConsiderationConsideration pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan (Avery Dennison Corporation), Agreement and Plan of Merger (Paxar Corp)
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates for six nine months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II III shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim claims for the Merger ConsiderationConsideration pursuant to the provisions of this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ihop Corp), Agreement and Plan of Merger (Applebees International Inc)
Termination of the Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six nine months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger ConsiderationConsideration and any dividends or other distributions with respect to shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock in accordance with this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Benchmark Electronics Inc), Agreement and Plan of Merger (Pemstar Inc)
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates for six months or Converted Notes one year after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates or Converted Notes who have not theretofore complied with this Article II 1 shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger ConsiderationShares and any dividends or other distributions payable pursuant to Section 1.8(c) in accordance with this Article 1.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Emmaus Life Sciences, Inc.), Agreement and Plan of Merger and Reorganization (MYnd Analytics, Inc.)
Termination of the Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six nine months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim claims for the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unilever N V), Agreement and Plan of Merger (Alberto-Culver CO)
Termination of the Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II III shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Osi Pharmaceuticals Inc), Agreement and Plan of Merger (Astellas Pharma Inc.)
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to unclaimed by the holders of the Certificates or Book-Entry Shares for six twelve (12) months after the Effective Time shall be delivered by the Paying Agent to Parent, upon demand, and any holders of the Certificates or Book-Entry Shares who have not theretofore complied with this Article II III shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim claims for the Merger ConsiderationConsideration pursuant to the provisions of this Article III.
Appears in 2 contracts
Samples: Assumption Agreement (Bristol Myers Squibb Co), Agreement and Plan of Merger (Amylin Pharmaceuticals Inc)
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II III shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim claims for the Merger ConsiderationConsideration pursuant to the provisions of this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TLB Merger Sub Inc.), Agreement and Plan of Merger (Talbots Inc)
Termination of the Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II III shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger ConsiderationConsideration in accordance with this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Mentor Corp /Mn/)
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall III and the instructions set forth in the letter of transmittal shall, subject to any abandoned property, escheat or similar Law, thereafter look only to Parent and the Surviving Corporation for, and Parent and the Surviving Corporation shall remain liable for, payment of their claim for the Merger ConsiderationConsideration in accordance with this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cost Plus Inc/Ca/), Support and Tender Agreement (Bed Bath & Beyond Inc)
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II III shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim claims for the Merger ConsiderationConsideration pursuant to the provisions of this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Emergency Medical Services CORP)
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates for six nine months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim claims for the Merger ConsiderationShare Exchange Consideration pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Share (Millipore Corp /Ma), Agreement and Plan of Share (Millipore Corp /Ma)
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) in accordance with this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smithfield Foods Inc), Agreement and Plan of Merger (Premium Standard Farms, Inc.)
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates Shares for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates Shares who have not theretofore complied with this Article II III shall thereafter thereafter, subject to Section 3.02(e), look only to Parent for, and Parent shall remain liable for, as general creditors thereof with respect to the payment of their claim claims for the Merger ConsiderationConsideration that may be payable to such holders as determined pursuant to the provisions of this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Orthovita Inc)
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II III shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim claims for the Merger ConsiderationConsideration pursuant to the provisions of this Article III and any dividends declared in accordance with Section 6.01(a) with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to any such holder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Burger King Holdings Inc)
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II 1 shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger ConsiderationShares and any dividends or other distributions payable pursuant to Section 1.6(c) in accordance with this Article 1.
Appears in 1 contract
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II ARTICLE III shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim claims for the Merger ConsiderationConsideration pursuant to the provisions of this ARTICLE III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chelsea Therapeutics International, Ltd.)
Termination of the Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II IV shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Consideration.
Appears in 1 contract
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II III shall thereafter look only to Parent and the Surviving Corporation for, and Parent and the Surviving Corporation shall each remain liable for, payment of their claim claims for the Merger ConsiderationConsideration pursuant to the provisions of this Article III, in each case without interest thereon and subject to any withholding of Taxes required by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TMS International Corp.)
Termination of the Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger ConsiderationConsideration pursuant to the provisions of this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Meridian Medical Technologies Inc)
Termination of the Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates Shares for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates Shares who have not theretofore complied with this Article II III shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim claims for the Merger ConsiderationConsideration pursuant to the provisions of this Article III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cti Group Holdings Inc)
Termination of the Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, for payment of their claim for their portion of the Net Closing Merger Consideration.
Appears in 1 contract
