No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares 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 15 contracts
Samples: Agreement and Plan of Merger (Natus Medical Inc), Agreement and Plan of Merger (Mobileiron, Inc.), Agreement and Plan of Merger (Instructure Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares 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 15 contracts
Samples: Agreement and Plan of Merger (Valley Telephone Co., LLC), Agreement and Plan of Merger (Knology Inc), Agreement and Plan of Merger (Sonosite Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Mattson Technology Inc), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Rover Group, Inc.), Agreement and Plan of Merger (Fathom Digital Manufacturing Corp), Agreement and Plan of Merger (STAMPS.COM Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of 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 6 contracts
Samples: Agreement and Plan of Merger (New Relic, Inc.), Agreement and Plan of Merger (Tessco Technologies Inc), Agreement and Plan of Merger (Castlight Health, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Stockholder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Skullcandy, Inc.), Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Mill Road Capital II, L.P.)
No Liability. Notwithstanding anything Subject to the contrary set forth in this Agreementapplicable Law, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Kaleyra, Inc.), Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (Oak Street Health, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of 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 5 contracts
Samples: Agreement and Plan of Merger (Lattice Semiconductor Corp), Agreement and Plan of Merger (Fusion-Io, Inc.), Agreement and Plan of Merger (Sandisk Corp)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock Capital Stock, for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Carrols Restaurant Group, Inc.), Agreement and Plan of Merger (Restaurant Brands International Limited Partnership), Agreement and Plan of Merger (Chico's Fas, Inc.)
No Liability. Notwithstanding Subject to applicable Law and notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Perficient Inc), Agreement and Plan of Merger (Quotient Technology Inc.), Agreement and Plan of Merger (Cvent Holding Corp.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will 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 lawLaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of 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 4 contracts
Samples: Agreement and Plan of Merger (Silver Spring Networks Inc), Agreement and Plan of Merger (Itron Inc /Wa/), Agreement and Plan of Merger (Microchip Technology Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Rofin Sinar Technologies Inc), Merger Agreement (Coherent Inc), Agreement and Plan of Merger (Pervasive Software Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, Merger Sub, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares Company Shares as of Company Common Stock immediately prior to the Effective Time for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Icosavax, Inc.), Agreement and Plan of Merger (Cerevel Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Prometheus Biosciences, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Microsemi Corp), Agreement and Plan of Merger (Microchip Technology Inc), Agreement and Plan of Merger (Standard Microsystems Corp)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares 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 3 contracts
Samples: Agreement and Plan of Merger (SCSF Equities, LLC), Agreement and Plan of Merger (Kellwood Co), Agreement and Plan of Merger (Kellwood Co)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parentthe Parent Entities, the Surviving LLC, the Surviving Corporation or any other Party will be liable to a holder of Holdings Units or shares of Company Common Stock Capital Stock, as applicable, 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 (Pluralsight, Inc.), Agreement and Plan of Merger (Pluralsight, Inc.)
No Liability. Notwithstanding anything to the contrary set forth ------------ in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will 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 (Remedy Corp), Exhibit 1 (Peregrine Systems Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock the 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 (G&k Services Inc), Agreement and Plan of Merger (Cintas Corp)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Interim Surviving Corporation Corporation, the Surviving Company or any other Party will party hereto shall be liable to a holder of shares of Parent Class A Common Stock or Company Common Stock 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 (Entropic Communications Inc), Agreement and Plan of Merger and Reorganization (Maxlinear Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation Entity or any other Party will party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock or Eligible Derivative Securities for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transwitch Corp /De), Agreement and Plan of Merger (Centillium Communications Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or nor any other Party will party hereto shall be liable to a holder of shares of Company Common Stock 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 (Jive Software, Inc.), Agreement and Plan of Merger (E2open Inc)
No Liability. Notwithstanding anything to the contrary set forth in this AgreementAgreement but subject to compliance with this Article III, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock 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 (Maxlinear Inc), Agreement and Plan of Merger (Exar Corp)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock 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 (HireRight Holdings Corp), Agreement and Plan of Merger (EngageSmart, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, subject to applicable Law, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock 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 (Haynes International Inc), Agreement and Plan of Merger (Haynes International Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will 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 lawLegal Requirements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Micro Linear Corp /Ca/), Agreement and Plan of Merger (Sirenza Microdevices Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw or Order.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (3com Corp)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock 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 (Zymergen Inc.), Agreement and Plan of Merger (Ginkgo Bioworks Holdings, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, LKQ, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares, Company Options or Company Restricted 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 (LKQ Corp), Agreement and Plan of Merger (Coast Distribution System Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation Company or any other Party will be liable to a holder of shares of 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 (Electronics for Imaging Inc), Agreement and Plan of Merger (Travelport Worldwide LTD)
No Liability. Notwithstanding anything Subject to the contrary set forth in this Agreementapplicable Law, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will shall be liable to a holder of shares of Company Common Stock 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 (Darden Restaurants Inc), Agreement and Plan of Merger (Atlas Technical Consultants, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Depositary, Parent, the Surviving Corporation Company or any other Party will shall be liable to a holder of shares of Company Common Stock Shares (including Company Shares represented by ADSs), Company Options or Company Restricted 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 (iDreamSky Technology LTD), Agreement and Plan of Merger (Bona Film Group LTD)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation Company or any other Party will be liable to a holder of shares of 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 (Diversey Holdings, Ltd.), Agreement and Plan of Merger (Cision Ltd.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will shall be liable to a holder of shares of Company Common Stock Stockholder for any amount properly paid to a public official pursuant to any applicable abandoned property, unclaimed property, escheat or similar lawLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aratana Therapeutics, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation Company or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Micrel Inc), Agreement and Plan of Merger (Microchip Technology Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares 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 2 contracts
Samples: Merger Agreement (Collegiate Funding Services Inc), Merger Agreement (C&d Technologies Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, Purchaser, the Surviving Corporation or any other Party will 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 lawLaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ramtron International Corp), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will 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 lawLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Market Leader, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, Acquisition Sub, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares Company Shares in respect of Company Common Stock for any amount properly paid amounts that would otherwise have been payable in respect of any Certificates or Uncertificated Shares from the Exchange Fund 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 (Receptos, Inc.), Agreement and Plan of Merger (Celgene Corp /De/)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation Company or any other Party will be liable to a holder of shares of 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 1 contract
Samples: Agreement and Plan of Merger (Tufin Software Technologies Ltd.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or nor any other Party will party hereto shall be liable to a holder of shares of 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 set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a Stockholder or holder of shares of a Company Common Stock Warrant for any amount 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 (Embark Technology, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation Corporation, or any other Party will 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 lawlaws.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation Corporation, or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortegra Financial Corp)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock Stock, for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.. 28 (g)
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, Acquisition Sub, the Surviving Corporation or nor any other Party will shall be liable to a holder of shares of Company Common Stock for in respect of any amount properly paid amounts that would otherwise have been payable in respect of any Certificates or Uncertificated Shares from the Exchange Fund 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 (Ligand Pharmaceuticals Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of 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 1 contract
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party party hereto will be liable to a holder of shares of Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will 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 other similar lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On2 Technologies, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation Company or any other Party will shall be liable to a holder of shares of 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 1 contract
Samples: Agreement and Plan of Merger (China Customer Relations Centers, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, BV Sub, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of capital stock or other securities of the Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Laws.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Guarantor, Parent, Merger Sub, the Surviving Corporation or nor any other Party will shall be liable to a holder of shares of Company Common Stock any Person for any amount 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 (Medidata Solutions, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, ParentThermage, the Surviving Corporation Company or any other Party will party hereto shall be liable to a holder of shares of Company Thermage Common Stock or Reliant Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or other similar lawLegal Requirement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Thermage Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, Company, Merger Sub, the Surviving Corporation Company, any Payor or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares for any amount properly paid in good faith to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Meridian Bioscience Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock or Company Options 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 set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirement.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a Stockholder or holder of shares of a Company Common Stock Warrant 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 (Thorne Healthtech, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of 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 1 contract
Samples: Agreement and Plan of Merger
