Escheat, Etc Clause Samples

Escheat, Etc. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares for any shares of Parent Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law. If any Shares shall not have been surrendered prior to two (2) years after the Effective Time (or immediately prior to such earlier date on which any cash or shares of Parent Common Stock (or any dividends or other distributions with respect thereto) would otherwise escheat to or become the property of any Governmental Entity), any cash or shares of Parent Common Stock issuable upon the surrender of, or any dividends or other distributions in respect of, such Shares shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.

Escheat, Etc. None of ATS, the Merger Sub or the Surviving Corporation shall be liable to any Person in respect of any cash or Promissory Note delivered to a public official pursuant to applicable abandoned property, escheat or similar Law. If any certificate(s) for Shares shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any Estimated Closing Merger Consideration, any cash payable to the holder of such certificate(s) pursuant to this Article 2 or any dividends or distributions payable to the holder of such certificate(s) would other escheat to or become the property of any Governmental Authority), any such Estimated Closing Merger Consideration or cash, dividends or distributions in respect of such certificates shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.