Escheat. Neither the Parent, the Merger Subsidiary nor the Company shall be liable to any former holder of Company Common Stock for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law. In the event any Certificate has not been surrendered for the Merger Consideration prior to the sixth anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any Governmental Authority, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable Laws, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Buffets Holdings, Inc.), Agreement and Plan of Merger (Anteon International Corp), Agreement and Plan of Merger (Ryans Restaurant Group Inc)
Escheat. Neither the Parent, the Merger Subsidiary Purchaser nor the Company shall will be liable to any former holder of Company Common Stock for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. In the event any Certificate has not been surrendered for the Merger Consideration prior to the sixth anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any Governmental Authoritygovernmental entity, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable Lawslaw, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (General Dynamics Corp), Agreement and Plan of Merger (Northrop Grumman Corp /De/), Agreement and Plan of Merger (Newport News Shipbuilding Inc)
Escheat. Neither the ParentParent Corporation, the Merger Subsidiary Acquisition Corporation nor the Company shall will be liable to any former holder of Company Common Stock for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. In the event any Certificate has not been surrendered for the Merger Consideration exchange prior to the sixth anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any Governmental Authoritygovernmental entity, then the Merger Consideration and any other distribution otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable Lawslaw, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CFM Technologies Inc), Agreement and Plan of Merger (CFM Technologies Inc), Agreement and Plan of Merger (Mattson Technology Inc)
Escheat. Neither the Parent, the Merger Subsidiary Purchaser nor the Company shall will be liable to any former holder of Company Common Stock Shares for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. In the event any Certificate has not been surrendered for the Merger Consideration prior to the sixth anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any Governmental Authoritygovernmental entity, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable LawsLaw, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.
Appears in 3 contracts
Samples: Acquisition Agreement (Sbi & Co), Acquisition Agreement (Lante Corp), Acquisition Agreement (Lante Corp)
Escheat. Neither the ParentParent Corporation, the Merger Subsidiary Acquisition Corporation nor the Company shall will be liable to any former holder of Company Common Stock for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. In the event any Certificate has not been surrendered for the Merger Consideration exchange prior to the sixth anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any Governmental Authoritygovernmental entity, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable Lawslaw, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gulfstream Aerospace Corp), Agreement and Plan of Merger (General Dynamics Corp)
Escheat. Neither the ParentParent Corporation, the Merger Subsidiary Acquisition Corporation nor the Company shall will be liable to any former holder of Company Common Stock for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. In the event any Certificate has not been surrendered for the Merger Consideration prior to the sixth anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any Governmental Authoritygovernmental entity, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable Lawslaw, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Primex Technologies Inc)
Escheat. Neither the Parent, the Merger Subsidiary Purchaser nor the Company shall Surviving Corporation will be liable to any former holder of Company Common Capital Stock for any portion of the Net Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. In the event any Certificate has not been surrendered for the Merger Consideration exchange prior to the sixth second (2nd) anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Net Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any Governmental Authority, then the Net Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable LawsLaw, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.
Appears in 1 contract
