No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company Capital 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 Merger and Reorganization (Xcarenet Inc), Agreement and Plan of Reorganization (Commerce One Inc), Agreement and Plan of Reorganization (Intraware Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company Capital Common 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 (Sun Microsystems, Inc.), Agreement and Plan of Merger (Storage Technology Corp), Agreement and Plan of Merger (Vantagemed Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company 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 (Harmonic Inc), Section Reference in Agreement (Autodesk Inc), Agreement and Plan of Merger (Harmonic Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company 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 (Altiris Inc), Agreement and Plan of Merger (Altiris Inc), Agreement and Plan of Merger (Compuware Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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: Employment Continuation Agreement (Sanctuary Woods Multimedia Corp), Agreement and Plan of Reorganization (Socket Communications Inc), Agreement and Plan of Reorganization (Storage Computer Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.8Agreement, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company 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 and Reorganization (Planar Systems Inc), Agreement and Plan of Merger And (Network Appliance Inc), Agreement and Plan of Reorganization (Documentum Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.05, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company Capital 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 3 contracts
Samples: Agreement and Plan of Merger (Xfone Inc), Employment Agreement (Xfone Inc), Agreement and Plan of Merger (Xfone Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a any holder of shares of Company Capital Stock 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 (Brooks Automation Inc), Agreement and Plan of Merger (Atmi Inc), Agreement and Plan of Merger (Atmi Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.10, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 Reorganization (Ligand Pharmaceuticals Inc), Agreement and Plan of Reorganization (Sirenza Microdevices Inc), Agreement and Plan of Reorganization (Triangle Pharmaceuticals Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company Capital 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 (Loudeye Corp), Agreement and Plan (Lsi Logic Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company Capital 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 (Yahoo Inc), Agreement and Plan of Merger (Overture Services Inc)
No Liability. Notwithstanding anything to the contrary in this Section ------------ 1.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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: Agreement and Plan of Merger (Avt Corp), Agreement and Plan of Reorganization (Cirrus Logic Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company Capital 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 2 contracts
Samples: Agreement and Plan of Merger (Automatic Data Processing Inc), Agreement and Plan of Merger (Probusiness Services Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, none of neither the Exchange and Paying Agent, the Final Surviving Corporation or Entity, nor any party hereto shall be liable to a holder of shares of Company Capital 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 (Nuance Communications, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company 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: Agreement and Plan of Merger (Kyphon Inc), Agreement and Plan of Merger (Coachmen Industries Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.8 hereof, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company 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: Agreement and Plan of Merger (Informatica Corp), Agreement and Plan of Merger (Carrier Access Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company 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: Agreement and Plan of Reorganization (Digital Music Group, Inc.), Agreement and Plan of Reorganization (Digital Music Group, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, none of the Exchange Agent, SumTotal or the Surviving Corporation Entity or any party hereto shall be liable to a holder of shares of Company Pathlore 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: Agreement and Plan of Merger (Sumtotal Systems Inc), Agreement and Plan of Merger (Sumtotal Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.12(f), none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company Capital 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 (Moviefone Inc), Agreement and Plan of Merger (America Online Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.82.2, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company Capital 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 (Ticketmaster Online Citysearch Inc), Agreement and Plan of Reorganization (Talk City Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.5, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company 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: Agreement and Plan of Reorganization (Larscom Inc), Agreement and Plan of Reorganization (Proxim Inc /De/)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company Capital 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 (Micron Technology Inc), Agreement and Plan of Merger (Lexar Media Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.9, none of the Exchange Agent, Parent, the Surviving Corporation or any other party hereto shall be liable to a holder of shares of Company 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: Agreement and Plan of Merger and Reorganization (Sonicwall Inc), Agreement and Plan of Merger and Reorganization (Accelrys, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company 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: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.83.7, none of the Exchange Agent, the Surviving Corporation or any party Party hereto shall be liable to a holder of shares of Parent Preferred Stock or Company 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 (Popmail Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, none of the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company 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 1.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company Series D Preferred Stock or Xxxxx Xxxxx 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 1.82.6, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Merger Stock or Company 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 1.8SECTION 1.7 hereof, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company Capital Common Stock or Preferred 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 1.82.2, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company Capital Preferred or 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 (Ticketmaster Online Citysearch Inc)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.84.1, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company 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 (Splash Technology Holdings Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.81.8 hereof, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company 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 SECTION 1.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Probusiness Services Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8Agreement, none of neither the Exchange Agent, the Interim Surviving Corporation or Corporation, the Surviving Entity, nor any party hereto shall be liable to a holder of shares of Company 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 (Sumtotal Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to a holder of shares of Company Capital Stock Stockholder 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 (Cardiome Pharma Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of neither the Exchange Agent, the Final Surviving Corporation or Entity, nor any party hereto shall be liable to a holder of shares of Company 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 (Nuance Communications, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.82.8, none of the Exchange Agent, Parent, the Surviving Corporation or any other party hereto shall be liable to a holder of shares of Company 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 (OccuLogix, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, none of neither the Exchange Agent, the Surviving Corporation or LLC, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Advent Software Inc /De/)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company 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 (Cirrus Logic Inc)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.81.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company 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 (Splash Technology Holdings Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company 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 (Epicor Software Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company Capital Surviving Corporation 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: Plan of Reorganization and Share Exchange Agreement (Hartcourt Companies Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.. 1.9
Appears in 1 contract
Samples: Agreement and Plan (Cypress Semiconductor Corp /De/)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company Capital Common Stock or Company Warrants 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 SECTION 1.8, none of the Exchange Paying Agent, the Surviving Corporation Corporation, or any party hereto shall be liable to a holder of shares of Company 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 1.8, none of Article 1 neither the Exchange Agent, Sybase, Merger Sub, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company 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 1.81.7, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company Capital Stock or Company Option for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirements.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock Stock, Vested Company Options or Common Bonus Units 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 (Aruba Networks, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company Capital 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
Samples: Agreement and Plan of Merger (Scientific Technologies Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company Capital 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 (Va Linux Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, none of neither the Exchange Agent, Agent nor the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company Capital 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 Merger (Fortune Industries, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company 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 SECTION 1.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company 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 1.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock or recipient of any Cash Consideration 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 (Artisan Components Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8SECTION 0, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law; provided, that it gives the Shareholder Representative reasonable advance notice of its intent to pay an amount to a public official hereunder so that the Shareholder Representative may assess whether to oppose such payment.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Edwards J D & Co)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of the Exchange Agent, the Surviving Corporation Corporation, or any party hereto shall be liable to a holder of shares of Parent Common or Company 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 (Peregrine Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of the Exchange Agent, the Surviving Corporation Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.. 1.9
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto Party shall be liable to a holder of shares of Company 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 1.82.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company 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
Samples: Agreement and Plan of Merger (Spreadtrum Communications Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a any former holder of shares of Company 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 1.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any ----------- party hereto shall be liable to a holder of shares of Company 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 (Echelon Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.8SECTION 1.9, none of neither the Exchange and Paying Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to as required by any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.81.9, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company 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 (Centillium Communications Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, none of neither the Exchange Agent, the Surviving Corporation or LLC, nor any party hereto shall be liable to a holder of shares of Company 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 1.81.9, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company 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 1.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock, Company Capital 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 (Cybergold Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company eGroups Capital Stock or ONElist 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 1.81.11, none of neither the Exchange Agent, the Surviving Corporation or Corporation, Parent, Merger Sub nor any party hereto shall be liable to a holder of shares of Company 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 (Sonicblue Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.10, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company Capital 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 1.81.7 hereof, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company Capital Common Stock or Preferred 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 (Ondisplay Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.4(e), none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company 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 SECTION 1.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company Capital 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 1.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Transferred 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 1.82.9, none of the Exchange Agent, the Surviving Corporation Corporation, or any party hereto shall be liable to a holder of shares of Parent Common or Company 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 Merger (Mindspeed Technologies, Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.82.3, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Junior Preferred Stock or Company 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 (Looksmart LTD)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.. 1.10
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Infoseek Corp /De/)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.10, none of neither the Exchange Agent, the Surviving Corporation or Corporation, Parent, nor any party hereto shall be liable to a holder of shares of Company 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 in this Section 1.81.7, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Company Capital 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 (Water Pik Technologies Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8Agreement, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company Subsidiary 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 (Cypress Semiconductor Corp /De/)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Primenet Stock or Company 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 (Globalcenter Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Securities or Company Capital Stock Securities for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Surge Components Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.7, none of the Exchange Agent, the First-Step Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Sonic Innovations Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.8(a), none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company 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
Samples: Agreement and Plan of Merger (Epicor Software Corp)
No Liability. Notwithstanding anything to the contrary in this Section SECTION 1.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company 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 (Brocade Communications Systems Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.84.2, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company Capital Preferred or 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 (Ticketmaster Online Citysearch Inc)
No Liability. Notwithstanding anything to the contrary in this Section SECTION 1.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law; provided, that it gives the Shareholder Representative reasonable advance notice of its intent to pay an amount to a public official hereunder so that the Shareholder Representative may assess whether to oppose such payment.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, none of neither the Exchange Agent, the Final Surviving Corporation or Entity, nor any party hereto shall be liable to a holder of shares of Company 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 (Nuance Communications, Inc.)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.81.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Summit Design Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8SECTION 1.6, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company Capital Merger Shares or NRI 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 (Purchasepro Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.8SECTION 3.7, none of the Exchange Agent, the Surviving Corporation or any party Party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 1.8SECTION 1.9, none of neither the Exchange Agent, the Final Surviving Corporation or Entity, nor any party hereto shall be liable to a holder of shares of Company 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 (Nuance Communications, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.81.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Company Capital Parent 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 1.81.9, none of neither the Exchange Agent, Parent, the Surviving Corporation or nor any party Party hereto shall be liable to a holder of shares of Company 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
