No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 45 contracts
Samples: Agreement and Plan of Merger (Interwoven Inc), Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Agreement and Plan of Reorganization (Dynamic Health Products Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 21 contracts
Samples: Agreement and Plan of Reorganization (Netscape Communications Corp), Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan of Merger (Mastering Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Imall Inc), Agreement and Plan of Reorganization (Extended Systems Inc), Agreement and Plan of Merger (Verisign Inc/Ca)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 12 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 9 contracts
Samples: Agreement and Plan of Reorganization (Cobalt Networks Inc), Agreement and Plan of Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands), Agreement and Plan of Reorganization (Critical Path Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation Parent nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 8 contracts
Samples: Agreement and Plan of Reorganization (Digital Impact Inc /De/), Non Competition Agreement (Cypress Semiconductor Corp /De/), Voting Agreement (Cypress Semiconductor Corp /De/)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization (McData Corp), Agreement and Plan of Reorganization (Omniture, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Komag Inc /De/)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Peregrine Systems Inc), Agreement and Plan of Reorganization (Proxim Inc /De/), Agreement and Plan of Merger (Peregrine Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.. 1.8
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan Of (Keravision Inc /Ca/), Exhibit 2 Agreement (Transcend Therapeutics Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cab-Tive Advertising, Inc.), Agreement and Plan of Merger (Chiste Corp), Agreement and Plan of Merger (Mail Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Webvan Group Inc), Agreement and Plan of Reorganization (Eagle Wireless International Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a any holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Hemosense Inc), Agreement and Plan of Reorganization (Cholestech Corporation), Agreement and Plan of Reorganization (Inverness Medical Innovations Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (One2one Living Corp), Agreement and Plan of Merger (Terra Tech Corp.), Agreement and Plan of Reorganization (Tangram Enterprise Solutions Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.71.8, neither the Exchange Agent, ParentAcquiror, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Acquiror Common Stock or Company Target Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Pure Atria Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa), Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa), Agreement and Plan of Reorganization (Excite Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Polycom Inc), Agreement and Plan of Reorganization (Carrier Access Corp), Agreement and Plan of Reorganization (New Era of Networks Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Paying Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Internap Network Services Corp), Agreement and Plan of Merger (Vitalstream Holdings Inc), Agreement and Plan of Merger (Vitalstream Holdings Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, neither the Exchange Agent, Parent, the Surviving Corporation in the Company Merger nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Handspring Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Digital Insight Corp), Agreement and Plan of Merger (Nannaco Inc), Agreement and Plan (TechAlt, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Citrix Systems Inc), Agreement and Plan of Reorganization (Concord Communications Inc), Agreement and Plan of Reorganization (Red Hat Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, neither the Exchange Agent, Parent, the Company, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Identix Inc), Agreement and Plan of Reorganization (Lau Acquisition Corp), Agreement and Plan (Viisage Technology Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Primus Knowledge Solutions Inc), Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Sybase Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Polycom Inc), Agreement and Plan of Merger and Reorganization (Accord Networks LTD)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock or Notes for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement (Ithaka Acquisition Corp), Merger Agreement (Ithaka Acquisition Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a any holder of shares of Parent Common Series B Preferred Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inverness Medical Innovations Inc), Agreement and Plan of Merger (Matria Healthcare Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: 6 Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan of Reorganization (Va Linux Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.4, neither the Exchange Agent, Parent, the Surviving Corporation Parent nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock Shares for any 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 and Reorganization (S1 Corp /De/), Agreement and Plan of Merger and Reorganization (Fundtech LTD)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, the Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (K2 Digital Inc), Agreement and Plan of Merger (Copper Valley Minerals LTD)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Juniper Partners Acquisition Corp.), Agreement and Plan of Merger (Juniper Partners Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.6., neither the Exchange Agent, Parent, Merger Sub nor the Surviving Corporation nor any party hereto Company shall be liable to a any holder of shares of Parent Company Common Stock or Company Parent Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Medical Dynamics Inc), Agreement and Plan of Merger and Reorganization (Infocure Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parentthe Intermediate Surviving Corporation, the Surviving Corporation Entity, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Pharmacopeia Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.. 1.8
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, the Parent, the Surviving Corporation nor any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Energynorth Inc), Agreement and Plan of Reorganization (Eastern Enterprises)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, Agent nor Parent, Surviving Entity I or the Surviving Corporation Entity, nor any other party hereto hereto, shall be liable to a holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or Company Common Stock dividends or distributions with respect thereto) or any Contingent Value Right for any amount properly paid 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 and Reorganization (Aclara Biosciences Inc), Agreement and Plan of Merger and Reorganization (Virologic Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.6, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto the Company shall be liable to a holder of shares of Parent Common Stock or Company Common Stock or holders of Employee Options or Company Warrants for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Israel Technology Acquisition Corp.), Agreement and Plan of Merger (Israel Technology Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.71.5, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Onsale Inc), Agreement and Plan of Merger (Egghead Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock, Company Common Stock or Company Common Series B Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Xcarenet Inc), Agreement and Plan of Merger and Reorganization (Healthcare Com Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ondisplay Inc), Agreement and Plan of Merger (Vignette Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan (Solectron Corp), Agreement and Plan of Merger and Reorganization (Sun Microsystems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.6., neither the Exchange Agent, Parent, Merger Sub nor the Surviving Corporation nor any party hereto Company shall be liable to a any holder of shares of Company Common Stock, Parent Common Stock or Company Common Parent Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Practice Works Inc), Exhibit 1 (Medical Dynamics Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.5, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock Ordinary Shares or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flextronics International LTD)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Summit Design Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Section 1.7Agreement, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Peregrine Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 1.9, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Realnetworks Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, neither of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this -------------- Section 1.7, neither none of the Exchange Agent, the Surviving Corporation, Parent, the Surviving Corporation nor and any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Telaxis Communications Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.4, neither none of the Parent, Company, Exchange Agent, Parentthe Escrow Agent, the Surviving Corporation nor or any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tickets Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Services Acquisition Corp. International)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.07, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, the Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock, Company Common Stock or Company Common Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sagent Technology Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Appliedtheory Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.07, neither the Exchange Agent, Parent, Acquiror, the Surviving Corporation nor any party hereto their respective affiliates shall be liable to a holder of shares of the Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novametrix Medical Systems Inc)
No Liability. Notwithstanding anything to the contrary in this -------------- Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock or Company Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pharmafrontiers Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, neither the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock or a Converted Creditor for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Zapworld Com)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor ----------- any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto Party shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 1.10, neither the Exchange Agent, Parent, Surviving Corporation I, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Voting Agreement (Realnetworks Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Parent Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (BullsNBears.com, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.6, neither the Exchange Agent, Parent, or the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.7 and to the extent permitted by applicable law, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to to, or for any such shares (or dividends or distributions with respect thereto) delivered to, a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Speechworks International Inc)
No Liability. Notwithstanding anything to the contrary in this Section SECTION 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.71.07, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Microchip Technology Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 3.6, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party Party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gadzoox Networks Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock, Company Common Stock or Company Common Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.72.7, neither the Exchange Payment Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Agilent Technologies Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Target Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Preferred Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation Company nor CanCo nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Parent or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock, Parent Preferred Stock, Company Common Stock or Company Common Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Access Technologies Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 1.8, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Medjet Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.07, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.72.10, neither the Exchange Agent, ParentHoldings, the Surviving Corporation Corporation, Catalytica nor any party Party hereto shall be liable to a holder of shares of Parent Holdings Common Stock or Company Catalytica Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Contribution and Merger Agreement (Catalytica Energy Systems Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.72.2, neither the Exchange Agent, Parent, the Surviving Corporation nor any other ----------- party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Plan of Merger (Infoseek Corp /De/)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.72.02, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock, Company Common Stock or Company Common Series C Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Proxymed Inc /Ft Lauderdale/)
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 3.6, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party Party hereto shall be liable to a holder of shares of Parent Common Stock or Surviving Corporation Common Stock, as the case may be, or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Infospace Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto to this Agreement shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Inktomi Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, neither the Exchange Payment Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Objective Systems Integrators Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Visx Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, Parent, the Surviving Corporation Company nor any party other Party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock LLC Membership Interests for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (North American Oil & Gas Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither the Exchange Agent, Parent, the Surviving Corporation Exchange Agent nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tibco Software Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or rights to other Merger Consideration or of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither none of the Parent, the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or other any party hereto hereto, or any officer, agent or representative thereof, shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock, Merger Warrants, Company Common Stock or Company Common Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cea Acquisition Corp)
