No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Common Stock (or dividends or distributions with respect thereto), or cash lawfully delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Healtheon Webmd Corp), Agreement and Plan of Merger (Careinsite Inc), Agreement and Plan of Merger (Healtheon Webmd Corp)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully properly and legally delivered to a public official pursuant to any abandoned property, escheat or similar LawLaw (as defined in Section 3.06(a)).
Appears in 7 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Lenco Mobile Inc.), Agreement and Plan of Merger and Reorganization (Lenco Mobile Inc.), Agreement and Plan of Merger (Synchronoss Technologies Inc)
No Liability. Neither Parent Acquiror nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Acquiror Common Stock (or dividends or distributions with respect thereto), or cash lawfully delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Micros to Mainframes Inc), Agreement and Plan of Merger (Titan Corp)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Common Stock (or dividends or distributions with respect thereto), or cash lawfully amounts delivered to a public official pursuant to any abandoned property, escheat or similar Lawlaw.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Leapnet Inc), Merger Agreement (Ford Motor Co), Merger Agreement (Ford Motor Co)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Mission Resources Corp), Agreement and Plan of Merger (Petrohawk Energy Corp), Agreement and Plan of Merger (Patina Oil & Gas Corp)
No Liability. Neither Parent nor To the fullest extent permitted by law, none of Parent, Merger Sub, the Company or the Surviving Corporation shall be liable to any holder of shares of Company Common Stock or Parent Common Stock, as the case may be, for any such shares of Company Common Stock (or dividends or distributions with respect thereto), or ) and/or cash lawfully delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (At&t Corp), Agreement and Plan of Merger (Hanover Compressor Co /), Amended and Restated Agreement and Plan of Merger (Vanguard Cellular Systems Inc)
No Liability. Neither Parent nor the Surviving Corporation Entity shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Houston Exploration Co), Agreement and Plan of Merger (Stone Energy Corp), Agreement and Plan of Merger (Bois D Arc Energy, Inc.)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (Stock, cash or dividends or distributions with respect thereto), or cash lawfully thereto delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 4 contracts
Samples: Confidential Treatment Requested Agreement and Plan of Merger (Daou Systems Inc), Agreement and Plan of Merger (Daou Systems Inc), Agreement and Plan of Merger (Daou Systems Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Common Stock (or dividends or distributions with respect thereto), Merger Consideration or cash lawfully properly and legally delivered to a public official pursuant to any abandoned property, escheat or similar Lawlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Grant Ventures Inc), Agreement and Plan of Merger (Barpoint Com Inc), Agreement and Plan of Merger (Grant Ventures Inc)
No Liability. Neither Parent nor None of the Company, the Surviving Corporation or Parent shall be liable to any holder of shares of Company Common Stock or the Company Series A Preferred Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (RespireRx Pharmaceuticals Inc.), Agreement and Plan of Merger (Cortex Pharmaceuticals Inc/De/), Agreement and Plan of Merger (Anesiva, Inc.)
No Liability. Neither Parent Acquiror nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Common Stock (or dividends or distributions with respect thereto), or cash lawfully delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Palmer Wireless Inc), Agreement and Plan of Merger (Price Communications Corp), Agreement and Plan of Merger (Hagler Bailly Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully from the Exchange Fund delivered to a public official or Governmental Entity in the reasonable belief that such delivery was required pursuant to any abandoned property, escheat or similar Lawlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Parlux Fragrances Inc)
No Liability. Neither Parent nor the Surviving Corporation ------------ shall be liable to any holder of shares of Company Common Stock for any such shares of Company Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully properly and legally delivered to a public official pursuant to any abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Sonicwall Inc), Agreement and Plan of Merger and Reorganization (Cacheflow Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Unilab Corp /De/)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares or former holder of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), or for any cash lawfully amounts, delivered to a any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Escrow Agreement (Andataco), Employment Agreement (Ipl Systems Inc)
No Liability. Neither Parent Acquiror nor the Surviving Corporation shall be liable to any holder Holder of shares of Company Common Stock for any such shares of Company Acquiror Common Stock (or dividends or distributions with respect thereto), or cash lawfully delivered to a public official pursuant to any abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Communication Systems Inc), Agreement and Plan of Merger (Titan Corp)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Common Stock (or dividends or distributions with respect thereto), or cash lawfully representing the Merger Price delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yak Communications Inc), Agreement and Plan of Merger (Globalive Communications Corp.)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (Stock, cash, or dividends or distributions with respect thereto), or cash lawfully thereto delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Consent and Voting Agreement (Nabors Industries Inc), Consent and Voting Agreement (Nabors Industries Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Common Stock Merger Consideration (or dividends or distributions with respect thereto), or cash lawfully ) properly and legally delivered to a public official pursuant to any abandoned property, escheat or similar LawLaw (as defined in Section 3.06(a)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Hansen Medical Inc), Agreement and Plan of Merger (DemandTec, Inc.)
No Liability. Neither Parent nor the Surviving ------------ Corporation shall be liable to any holder of shares of Company Common Stock or Parent Common Stock, as the case may be, for any such shares of Company Common Stock or Parent Common Stock (or cash in lieu of any fractional share or dividends or distributions with respect thereto), or cash lawfully ) properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Aspect Development Inc), Agreement and Plan of Reorganization (Wadhwani Romesh)
No Liability. Neither Parent the Company nor the Surviving Corporation shall be liable to any holder of a Certificate or any holder of shares of Company Common Stock for any such shares of Company Common Stock (or dividends or distributions with respect thereto), thereto or with respect to Spinco Common Stock) or cash lawfully delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forest Oil Corp), Agreement and Plan of Merger (Mariner Energy Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock or cash (or dividends or distributions with respect thereto), or cash lawfully ) from the Exchange Fund delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viad Corp), Agreement and Plan of Merger (Game Financial Corp)
No Liability. Neither Parent nor the Surviving Corporation Company shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Halcon Resources Corp), Agreement and Plan of Merger (Georesources Inc)
No Liability. Neither Parent Parent, the Company, Merger Sub nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coventry Health Care Inc), Agreement and Plan of Merger (First Health Group Corp)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any former holder of shares of Company Common Stock or Company Preferred Stock for any such shares of Company Common Stock (Parent Shares or dividends or distributions with respect thereto), or cash lawfully Parent Series A Convertible Preferred Shares which are delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EQM Technologies & Energy, Inc.), Agreement and Plan of Merger (Beacon Energy Holdings, Inc.)
No Liability. Neither the Parent nor the Surviving Corporation shall be liable to any holder of shares of Parent Common Stock or Company Common Stock for any such shares of Company Common Stock (or dividends or distributions with respect thereto), or cash lawfully delivered amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digene Corp), Agreement and Plan of Merger (Digene Corp)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock Shares for any such shares of Company Common Stock Shares (or dividends or distributions with respect thereto), ) or cash lawfully delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oak Industries Inc), Agreement and Plan of Merger (SDL Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Common Stock Parent Depositary Shares (or dividends or distributions with respect thereto), ) or cash lawfully from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Geophysics Co), Agreement and Plan of Merger (Veritas DGC Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock Shares for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully properly and legally delivered to a public official pursuant to any abandoned property, escheat or similar LawLaw (as defined in Section 3.06(a)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Actionpoint Inc), Agreement and Plan of Merger and Reorganization (Captiva Software Corp/Ca)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock or Parent Common Stock, as the case may be, for any such shares of Company Common Stock or Parent Common Stock (or cash in lieu of any fractional share or dividends or distributions with respect thereto), or cash lawfully ) properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (I2 Technologies Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock or Company Convertible Preferred Stock for any such shares of Company Parent Common Stock Shares (or dividends or distributions with respect thereto), ) or cash lawfully from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Neither Parent nor the Surviving Corporation ------------ shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully properly and legally delivered to a public official pursuant to any abandoned property, escheat or similar LawLaw (as defined in Section 3.06(a)).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sonicwall Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Capital Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Neither Parent nor None of the Company, the Surviving Corporation or Parent shall be liable to any holder of shares of Company Common Stock or the Company Preferred Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Neither Parent nor Notwithstanding any provision of this Agreement to the contrary, none of the Surviving Corporation Corporation, Parent or the Company shall be liable to any holder Person in respect of any shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or other distributions with respect thereto), ) or cash lawfully in lieu of any fractional shares of Parent Common Stock or cash from the Escrow Fund, in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NextWave Wireless Inc.)
No Liability. Neither Parent nor the Surviving Corporation ------------ shall be liable to any holder of shares of Company Seller Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), or cash lawfully ) delivered to a public official pursuant to any abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. Neither the Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Common Stock (cash, stock or dividends or distributions with respect thereto), or cash lawfully other property delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Red Lion California LTD Partnership)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares or former holder of Company Common Stock or Series A Preferred Stock for any such shares of Company Common Stock Merger Shares (or dividends or distributions with respect thereto), or for any cash lawfully amounts, delivered to a any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medical Device Alliance Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock or cash in lieu of fractional shares (or dividends or distributions with respect thereto), or cash lawfully ) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nabors Industries Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), or cash lawfully ) delivered to a public official pursuant to any abandoned property, escheat escheat, bankruptcy or similar Lawlaw.
Appears in 1 contract
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares or former holder of Company Common Stock for any such shares of Company Parent Common Stock or Parent Preferred Stock (or dividends or distributions with respect thereto), or for any cash lawfully amounts, delivered to a any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Affiliate Agreement (Artecon Inc)
No Liability. Neither Parent nor the Surviving Corporation ------------ shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully properly and legally delivered to a public official pursuant to any abandoned property, escheat or similar LawLaw (as defined in Section 3.06(a)).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Actuate Corp)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), or cash lawfully ) delivered to a public official pursuant to any abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. Neither Parent nor None of Parent, the Surviving Corporation or the Company shall be liable to any holder of shares of Company Common Stock or Series A Convertible Preferred Stock for any such shares of Company Parent Common Stock Shares (or dividends or distributions with respect thereto), ) or cash lawfully from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atrix Laboratories Inc)
No Liability. Neither Parent nor the Surviving Corporation Company shall be liable to any holder of shares of Company Common Stock for any such shares of Company Common Stock (or dividends or distributions with respect thereto), or cash lawfully ) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Desa International Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares or former holder of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), or for any cash lawfully amounts, delivered to a any public official pursuant to any applicable abandoned property, escheat or similar Law.law. 1.10
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Titan Corp)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares or former holder of Company Common Stock for or to any such shares other person with respect to any portion of Company Common Stock the Merger Consideration (or dividends or distributions with respect thereto), or for any cash lawfully amounts, properly delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law, or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Morton Industrial Group Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully Parent Cash properly and legally delivered to a public official pursuant to any abandoned property, escheat or similar LawLaw (as defined in Section 3.06(a)).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ariba Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares or former holder of Company Common Stock for or to any such other Person with respect to any shares of Company Parent Common Stock (or dividends or distributions with respect thereto), or for any cash lawfully amounts, properly delivered to a any public official pursuant to any applicable abandoned propertyproperty Law, escheat Law or similar LawLegal Requirement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Rent a Center Inc De)
No Liability. Neither Parent nor the Surviving Corporation Company shall be liable to any holder of shares of Company Common Stock or Parent Common Stock, as the case may be, for any such shares of Company Common Stock (or dividends or distributions with respect thereto), or cash lawfully ) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magellan Technology Inc)
No Liability. Neither Parent nor the Surviving ------------ Corporation shall be liable to any holder of shares of Company Seller Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), or cash lawfully ) delivered to a public official pursuant to any abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. Neither Parent Parent, the Company nor the Surviving Corporation Company shall be liable to any holder of shares of Company Common Stock or Company Warrants for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto)) or any cash to be paid in accordance with Section 3.4, or cash lawfully which is delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gentiva Health Services Inc)
No Liability. Neither Parent nor the Surviving Corporation Entity shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully from the Exchange Fund delivered to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Common Stock (or dividends or distributions with respect thereto), or cash lawfully delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dycom Industries Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (Stock, cash or dividends or distributions with respect thereto), or cash lawfully thereto delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. Neither Parent nor the Surviving Corporation shall ------------ be liable to any holder of shares of Company Common Stock for any such shares of Company Common Stock (or dividends or distributions with respect thereto), or cash lawfully properly and legally delivered to a public official pursuant to any abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Newport Corp
No Liability. Neither Parent nor the Surviving ------------ Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully properly and legally delivered to a public official pursuant to any abandoned property, escheat or similar LawLaw (as defined in Section 3.06(a)).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Blue Coat Systems Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock or cash (or dividends or distributions with respect thereto), or cash lawfully ) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Employment Agreement (Bayard Drilling Technologies Inc)
No Liability. Neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), ) or cash lawfully properly and legally delivered to a public official pursuant to any abandoned property, escheat or similar LawLaw (as defined in Section 3.6(a)).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (DemandTec, Inc.)
No Liability. Neither Parent nor To the extent permitted by applicable law, none of Parent, Holdings, Surviving LLC, or the Surviving Corporation shall be liable to any holder of shares of Company Capital Stock or shares of Parent Common Stock Stock, as the case may be, for any such shares of Company Common Stock Merger Consideration (or dividends or distributions with respect thereto), or cash lawfully ) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. Neither Notwithstanding any other provision of this Agreement, none of the Parent nor or the Surviving Corporation or Representative shall be liable to any a holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), or any amount of cash lawfully delivered properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Driftwood Ventures, Inc.)
No Liability. Neither Parent nor the Surviving Corporation Company shall be liable to any holder of shares of Company Common Stock for any such shares of Company Parent Common Stock (or dividends or distributions with respect thereto), or cash lawfully ) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Exegenics Inc)
No Liability. Neither Parent nor None of Parent, the Surviving Corporation Company or the Company shall be liable to any holder of shares of Company Common Stock or Preferred Stock for any such shares of Company Common Stock Ordinary Shares (or dividends or distributions with respect thereto), ) or cash lawfully delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Appears in 1 contract
