Common use of Unclaimed Merger Consideration Clause in Contracts

Unclaimed Merger Consideration. Any portion of the shares of First Place Common Stock and cash delivered to the Exchange Agent by First Place pursuant to Section 2.3(b) hereof that remains unclaimed by the stockholders of Camco for nine months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to First Place or its agent. If outstanding Certificates for shares of Camco Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of First Place Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of First Place (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any person previously entitled to such property. Neither the Exchange Agent nor any Party to this Agreement shall be liable to any holder of stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. First Place and the Exchange Agent shall be entitled to rely upon the stock transfer books of Camco to establish the identity of those persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, First Place and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. First Place will engage the Exchange Agent as its lawful agent for purposes of this section.

Unclaimed Merger Consideration. Any portion of the shares of First Place Plumas Common Stock and cash delivered to the Exchange Agent by First Place Plumas pursuant to Section 2.3(b) hereof this Agreement that remains unclaimed by the stockholders shareholders of Camco Feather River for nine (9) months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to First Place or its agentPlumas. If outstanding Certificates Any shareholders of Feather River who have not theretofore complied with Section 3.3(c) shall thereafter look only to Plumas for shares the consideration deliverable in respect of Camco each share of Feather River Common Stock are not surrendered or the payment for them is not claimed prior such shareholder holds as determined pursuant to the date on which such shares of First Place Common Stock or cash would otherwise escheat this Agreement without any interest thereon, subject to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of First Place (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any person previously entitled to such propertyLaw. Neither the Exchange Agent nor any Party party to this Agreement shall be liable to any holder of stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. First Place Plumas and the Exchange Agent shall be entitled to rely upon the stock transfer books of Camco Feather River to establish the identity of those persons Persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, First Place Plumas and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. First Place will engage the Exchange Agent as its lawful agent for purposes of this section.

Unclaimed Merger Consideration. Any portion of the shares of First Place Common Stock and cash delivered to the Exchange Agent by First Place pursuant to Section 2.3(b) hereof that remains unclaimed by the stockholders of Camco Northern for nine months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to First Place. Any stockholders of Northern who have not theretofore complied with Section 2.3(c) hereof shall thereafter look only to First Place or its agentfor the consideration deliverable in respect of each share of Northern Common Stock such stockholder holds as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates for shares of Camco Northern Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of First Place Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of First Place (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any person previously entitled to such property. Neither the Exchange Agent nor any Party party to this Agreement shall be liable to any holder of stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. First Place and the Exchange Agent shall be entitled to rely upon the stock transfer books of Camco Northern to establish the identity of those persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, First Place and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. First Place will engage the Exchange Agent as its lawful agent for purposes of this section.

Unclaimed Merger Consideration. Any (a) Neither the Parent or the Surviving Company shall be liable to any Person with respect to any portion of the shares of First Place consideration that is properly paid to any Governmental Entity pursuant to any applicable abandoned property law, escheat law or similar Law. If any Common Stock and cash delivered shall not have been surrendered prior to the Exchange Agent by First Place pursuant to Section 2.3(bdate which is six (6) hereof that remains unclaimed by the stockholders of Camco for nine months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to First Place or its agent. If outstanding Certificates for shares of Camco Common Stock are not surrendered or the payment for them is not claimed immediately prior to the such earlier date on which such shares of First Place Common Stock or cash any consideration pursuant hereto would otherwise escheat to or become the property of any governmental unit or agencyGovernmental Authority), the unclaimed items any such consideration in respect thereof shall, to the extent permitted by abandoned property and any other applicable lawLaw, become the property of First Place (and to the extent not in its possession shall be delivered to it)Surviving Company, free and clear of all claims or interest of any person Person previously entitled to such property. Neither thereto. (b) At any time following the Exchange Agent nor any Party to this Agreement date which is six (6) months after the Closing Date, Parent or the Surviving Company shall be liable entitled to require the Representative to deliver to it any holder funds (including any interest or other amounts earned with respect thereto) that had been made available to the Representative for payment of stock represented by the Merger Consideration or any Certificate for any consideration paid and which have not been disbursed to a public official pursuant Securityholders, and thereafter, subject to applicable the time limitations in Section 1.13(a), such holders shall be entitled to look only to the Surviving Company (subject to abandoned property, escheat or similar laws. First Place and Laws) as general creditors thereof with respect to the Exchange Agent shall payment of any Merger Consideration that may be entitled payable upon surrender of any Common Stock, as determined pursuant to rely upon the stock transfer books of Camco to establish the identity of those persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by without any Certificate, First Place and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. First Place will engage the Exchange Agent as its lawful agent for purposes of this sectioninterest thereon.

Unclaimed Merger Consideration. Any portion of the shares of First Place PPBI Common Stock and cash delivered to the Exchange Agent by First Place PPBI pursuant to Section 2.3(b3.02(b) hereof that remains unclaimed by the stockholders shareholders of Camco SCB for nine six months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to First Place or its agentPPBI. Any shareholders of SCB who have not theretofore complied with Section 3.02(c) shall thereafter look only to PPBI for the consideration deliverable in respect of each share of SCB Common Stock such shareholder holds as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates for shares of Camco SCB Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of First Place PPBI Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of First Place PPBI (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any person Person previously entitled to such property. Neither the Exchange Agent nor any Party party to this Agreement shall be liable to any holder of stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. First Place PPBI and the Exchange Agent shall be entitled to rely upon the stock transfer books of Camco SCB to establish the identity of those persons Persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, First Place PPBI and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. First Place will engage the Exchange Agent as its lawful agent for purposes of this section.