No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 20 contracts
Samples: Agreement and Plan of Merger (Btu International Inc), Agreement and Plan of Merger (Crimson Exploration Inc.), Agreement and Plan of Merger (Trunkbow International Holdings LTD)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 17 contracts
Samples: Agreement and Plan of Merger (Gillette Co), Agreement and Plan of Merger (Energy Search Inc), Agreement and Plan of Merger (Integra Lifesciences Holdings Corp)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Constellation Brands, Inc.), Agreement and Plan of Merger (Zhone Technologies Inc), Agreement and Plan of Merger (Chalone Wine Group LTD)
No Liability. None of ParentPurchaser, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Anthem Inc), Agreement and Plan of Merger (Wellpoint Health Networks Inc /De/), Agreement and Plan of Merger (Wellpoint Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person in respect of any portion of the Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (Fisher Communications Inc)
No Liability. None of ParentCompany Y, Merger Sub, the CompanyCompany T, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Tudou Holdings LTD), Voting Agreement (Youku Inc.), Agreement and Plan of Merger (Youku Inc.)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from portion of the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Argo Group International Holdings, Ltd.), Agreement and Plan of Merger (Pxre Group LTD), Agreement and Plan of Merger (Pxre Group LTD)
No Liability. None of Parent, Merger Sub, OP Merger Sub, the Company, the Surviving Corporation Company OP or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Health Care Reit Inc /De/), Agreement and Plan of Merger (Windrose Medical Properties Trust), Agreement and Plan of Merger (Windrose Medical Properties Trust)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration or any cash in respect of dividends or other distributions from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mobility Electronics Inc), Agreement and Plan of Merger (Nac Re Corp), Agreement and Plan of Merger (Exel LTD)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Nfo Worldwide Inc), Agreement and Plan of Merger (Interpublic Group of Companies Inc), Agreement and Plan of Merger (Comverse Technology Inc/Ny/)
No Liability. None of Parent, Merger Sub, the CompanySurviving Corporation, the Surviving Corporation Company or the Exchange Agent Paying Agent, or any employee, officer, director, agent, representative or Affiliate thereof, shall be liable to any Person in respect of any the Per Share Merger Consideration from the Exchange Payment Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Magicjack Vocaltec LTD), Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (Remy International, Inc.)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Acquisition Sub or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Apple Hospitality REIT, Inc.), Agreement and Plan of Merger (Apple REIT Ten, Inc.), Agreement and Plan of Merger (Apple REIT Ten, Inc.)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Highbury Financial Inc)
No Liability. None of the Parent, the Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tremont Advisers Inc), Agreement and Plan of Merger 2 Agreement (Schulman Robert I), Agreement and Plan of Merger (Massachusetts Mutual Life Insurance Co)
No Liability. None of ParentBuyer, Company or Merger Sub, the Company, the Surviving Corporation Sub or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Photomedex Inc), Agreement and Plan of Merger (Procyte Corp /Wa/), Agreement and Plan of Merger (Photomedex Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Microchip Technology Inc)
No Liability. None of Parent, Merger SubMergerSub, the Company, the Surviving Corporation Corporation, or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat escheat, or similar Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (Integrated Sensor Solutions Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Sub or the Exchange Agent Company shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Susser Holdings CORP), Agreement and Plan of Merger (Monsanto Co /New/), Termination and Release Agreement (Activant Solutions Inc /De/)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Great Lakes Dredge & Dock Corp), Agreement and Plan of Merger (Airxcel Inc), Agreement and Plan of Merger (Amf Bowling Worldwide Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Entity or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official or Governmental Entity pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (Mci Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person in respect of any Merger Consideration or Preferred Merger Consideration from the Exchange Payment Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Square D Co), Agreement and Plan of Merger (Juno Lighting Inc), Agreement and Plan of Merger (Fremont Partners Lp)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or Entity, any Affiliate of any of the foregoing, the Exchange Agent or any other Person shall be liable to any Person in respect for any portion of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (TGC Industries Inc), Voting Agreement (TGC Industries Inc), Voting Agreement (Dawson Geophysical Co)
No Liability. None of Parent, Merger Sub, the Company, Company or the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect former holder of Shares for any Merger Consideration 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 (Metro Networks Inc), Agreement and Plan of Merger (Westwood One Inc /De/)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration funds from the Exchange Fund properly 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 (Energysouth Inc), Agreement and Plan of Merger (Adams Respiratory Therapeutics, Inc.)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration funds from the Exchange Fund properly 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 (Darden Restaurants Inc), Agreement and Plan of Merger (Rare Hospitality International Inc)
No Liability. None of Parent, Merger SubSub I, the Company, the Surviving Corporation or the Exchange Agent or any of their respective Affiliates, directors, officers, employees and agents shall be liable to any Person person in respect of any Merger Consideration Parent Shares (or dividends or distributions with respect thereto) from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Business Combination Agreement (Rosecliff Acquisition Corp I), Registration Rights Agreement (Rosecliff Acquisition Corp I)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Entity, any affiliate of any of the foregoing or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Fund delivered to a public official or Governmental Authority pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ARBINET Corp), Agreement and Plan of Merger (Primus Telecommunications Group Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration (including in respect of any cash payable in lieu of fractional shares of Parent Common Stock pursuant to Section 2.5) from the Exchange Fund 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 (Cowen Group, Inc.), Agreement and Plan of Merger (Labranche & Co Inc)
No Liability. None of ParentAHP, Merger Sub, the CompanyMonsanto, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration 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 (American Home Products Corp), Agreement and Plan of Merger (Monsanto Co)
No Liability. None of ParentHiSoft, Merger Sub, the CompanyVanceInfo, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund 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 (HiSoft Technology International LTD), Agreement and Plan of Merger (VanceInfo Technologies Inc.)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Fund 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 (Avant Corp), Agreement and Plan of Merger (Synopsys Inc)
No Liability. None of ParentAcquiror, the Company, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of for any Merger Consideration from the Exchange Fund (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar LawLaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Motient Corp), Agreement and Plan of Merger (Rare Medium Group Inc)
No Liability. None of ParentPurchaser, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund 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 (Amerigroup Corp), Agreement and Plan of Merger (Wellpoint, Inc)
No Liability. None of Parent, Merger Subthe Company, the CompanySeller, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund 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 (Midwest Banc Holdings Inc), Agreement and Plan of Merger (Midwest Banc Holdings Inc)
No Liability. None of Parent, Merger SubPurchaser, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund properly 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 (Synavant Inc), Agreement and Plan of Merger (Synavant Inc)
No Liability. None of the Company, Parent, Merger SubSub I, the Company, the Surviving Corporation Merger Sub II or the Exchange Agent or any of their respective directors, officers, employees or agents shall be liable to any Person in respect of any Merger Consideration from portion of the Exchange Fund 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 (Hawaiian Electric Co Inc), Agreement and Plan of Mergerby (Nextera Energy Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration cash from the Exchange Fund 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 (NWH Inc), Agreement and Plan of Merger (Unitedhealth Group Inc)
No Liability. None of Holdco, Parent, Parent Merger Sub, the Company, the Surviving Corporation Company Merger Sub or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund Funds 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 (Marketwatch Com Inc), Agreement and Plan of Merger (Pinnacor Inc)
No Liability. None of Parent, Merger SubPurchaser, the Company, the Surviving Corporation Entity or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official or Governmental Entity pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Land Lease Inc), Agreement and Plan of Merger (GCP Sunshine Acquisition, Inc. A Delaware Corp)
No Liability. None of Parent, Merger SubPurchaser, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official or Governmental Entity pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Audible Inc), Agreement and Plan of Merger (Amazon Com Inc)
No Liability. None To the extent required by Applicable Law, none of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Payment Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund properly 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 (Cognos Inc), Agreement and Plan of Merger (Applix Inc /Ma/)
No Liability. None of ParentQwest, Merger Sub, the CompanyLCI, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration 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 (Qwest Communications International Inc), Agreement and Plan of Merger (Lci International Inc /Va/)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall will be liable to any Person in respect of any Merger Consideration 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 (Bruker Daltonics Inc), Agreement and Plan of Merger (Bruker Axs Inc)
No Liability. None of Parent, Merger Sub, the Company, Merger Sub or the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of for any Merger Consideration cash from the Exchange Fund delivered to a public official Governmental Entity pursuant to any applicable abandoned property, escheat or similar LawLaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boeing Co), Agreement and Plan of Merger (Aviall Inc)
No Liability. None of Parent, Merger Amalgamation Sub, the Company, the Surviving Corporation Amalgamated Company or the Exchange Agent shall be liable to any Person in respect of any Merger Amalgamation Consideration 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 Amalgamation (Global Crossing LTD), Agreement and Plan of Amalgamation (Level 3 Communications Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Corporation, any of their respective Affiliates or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official or Governmental Entity pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ohio Casualty Corp), Agreement and Plan of Merger (Pediatric Services of America Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect person for any portion of any Merger Consideration 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 (Chesapeake Utilities Corp), Agreement and Plan of Merger (Florida Public Utilities Co)
No Liability. None of ParentDianon, Merger Sub, the CompanyUroCor, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration 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 (Urocor Inc), Agreement and Plan of Merger (Dianon Systems Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person in respect of any portion of the Merger Consideration 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 (Usi Holdings Corp), Agreement and Plan of Merger (Friendly Ice Cream Corp)
No Liability. None of Parent, Merger Sub, the CompanySurviving Corporation, the Surviving Corporation Company or the Exchange Agent Paying Agent, or any employee, officer, director, agent, representative or Affiliate thereof, shall be liable to any Person in respect of any the Merger Consideration from the Exchange Payment Fund 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 (Ingredion Inc), Agreement and Plan of Merger (Penford Corp)
No Liability. None of ParentBuyer, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration (or dividends or distribution with respect thereto) 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 (Lightspan Inc), Agreement and Plan of Merger (Plato Learning Inc)
No Liability. None of Parent, Merger Sub, the CompanyMergerCo, the Surviving Corporation Corporation, the Company or the Exchange Agent Paying Agent, or any employee, officer, trustee, director, agent or Affiliate thereof, shall be liable to any Person in respect of any Merger Consideration or Option Merger Consideration, as applicable, from the Exchange Fund 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 (Geo Group Inc), Agreement and Plan of Merger (CentraCore Properties Trust)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any portion of the Merger Consideration from the Exchange Fund delivered delivered, 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 Merger (Viisage Technology Inc)
No Liability. None of ParentPurchaser, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger
No Liability. None of Parent, Merger Sub, the CompanyMergerCo, the Surviving Corporation Corporation, the Company or the Exchange Agent Paying Agent, or any employee, officer, director, agent or Affiliate thereof, shall be liable to any Person in respect of any Merger Consideration or Option Merger Consideration, as applicable, from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. None of ParentAHP, Merger Sub, the CompanyXxxxxx-Xxxxxxx, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration 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 (American Home Products Corp)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration Parent Ordinary Shares or cash 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 (Therapeutic Antibodies Inc /De)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent or any of their respective Affiliates, directors, officers, employees and agents shall be liable to any Person person in respect of any Merger Consideration Parent Shares (or dividends or distributions with respect thereto) from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Business Combination Agreement (Social Leverage Acquisition Corp I)
No Liability. None of Parent, Merger SubSub 1, Merger Sub 2, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. None of Parentthe Surviving Corporation, Merger Sub, the CompanyParent, the Surviving Corporation Company or the Exchange Agent Agent, or any employee, officer, director, agent or Affiliate thereof, shall be liable to any Person in respect of any Merger Consideration cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (W2007 Grace Acquisition I Inc)
No Liability. None of Parent, Merger SubSubsidiary, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration 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 of Merger and Reorganization (Roanoke Electric Steel Corp)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange ------------ Agent shall be liable to any Person in respect of any Merger Consideration 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 (Zhone Technologies Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Payment Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. None of Parent, Merger Sub, the CompanyAquarion, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration or dividends from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. None of ParentBuyer, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. None of Parent, Merger Sub, the CompanyTarget, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration (or dividends or distributions with respect thereto) 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 (Scherer R P Corp /De/)
No Liability. None of Parent, Merger Sub, the CompanyAtlantis, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration or dividends from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Asset Purchase Agreement (Biw LTD)
No Liability. None of the Company, Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Fund delivered paid to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. None of ParentPurchaser, Merger Sub, the CompanyTarget, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. None of Parent, Merger SubSub A, the CompanyMerger Sub B, the HoldCo, Conectiv, Surviving Corporation A, Surviving Corporation B or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund consideration payable hereunder delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. None of Parentthe Buyer, Merger Sub, the Company, the Surviving Corporation Company, or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat escheat, or similar Law.
Appears in 1 contract
No Liability. None of Parentthe Parents, Merger SubMergerco, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person person in respect of any Merger Consideration from cash held in the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clear Channel Communications Inc)
No Liability. None of Parent, Purchaser, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person in respect of any portion of the Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Multi Fineline Electronix Inc)
No Liability. None of Parent, Merger SubPurchaser, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.law. 4.8
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dendrite International Inc)
No Liability. None of Parent, Merger SubGPAA, the Company, the Exchange Agent or the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration 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 (Outdoor Channel Holdings Inc)
No Liability. None of ParentGenesis, Merger SubAcquisition, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration 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 (Genesisintermedia Com Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person (as defined in Section 8.11) in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. None of Parent, Merger Sub, the CompanySJW, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration or dividends from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Water Works Co Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Aggregate Merger Consideration from the Exchange Fund properly 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 (SFBC International Inc)
No Liability. None of Parentthe Surviving Company, Merger Sub II, Merger Sub, the Company, the Surviving Corporation Parent or the Exchange Agent Company shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Revolution Lighting Technologies, Inc.)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Entity or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar LawLegal Requirements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apollo Medical Holdings, Inc.)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Fund delivered delivered, 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 Merger (Texas Instruments Inc)
No Liability. None of Parentthe Company, Merger Sub, the Company, the Surviving Corporation Parent or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apple REIT Ten, Inc.)
No Liability. None of ParentRiverwood, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration 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 (Riverwood Holding Inc)
No Liability. None of Parent, Merger Sub, the Company, Merger Sub or the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of person for any Merger Consideration cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar LawLaws.
Appears in 1 contract
No Liability. None of the Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. None of Parent, Merger SubSubsidiary, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.law. Back to Contents
Appears in 1 contract
Samples: Agreement of Merger and Reorganization (Steel Dynamics Inc)
No Liability. None of Parent, Merger SubSub I, Merger Sub II, the Company, OpCo, the Surviving Corporation Corporation, the Surviving LLC, the Paying Agent or the Exchange Agent any other person shall be liable to any Person person in respect of any Merger Consideration from portion of the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Radius Global Infrastructure, Inc.)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration Parent 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 (Tailwind Financial Inc.)
No Liability. None of ParentWxxxxx-Xxxxxxx, Merger Sub, the CompanyAgouron, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration 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 (Agouron Pharmaceuticals Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund properly paid from the Exchange Fund or delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. None of ParentXxxxxx, Total, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Fund Deposit delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harris Interactive Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall will be liable to any Person person in respect of any Merger Consideration from the Exchange Fund delivered delivered, 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 (Strategic Diagnostics Inc/De/)
No Liability. None of Parent, Merger SubSubsidiary, the Company, the Surviving Corporation Company or the Exchange Stock Agent shall be liable to any Person person in respect of any Merger Consideration cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Exar Corp)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from portion of the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Axa)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or Corporation, the Depositary, the Exchange Agent or any other Person shall be liable to any Person in respect of any Per Share Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person in respect of any Merger Consideration cash from the Exchange Merger Fund delivered to a public official pursuant to the extent required by any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zimmer Biomet Holdings, Inc.)
No Liability. None of Parent, Merger Sub, the Company, Merger Sub or the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of for any Merger Consideration amount from the Exchange Fund delivered to a public official Governmental Entity pursuant to any applicable abandoned property, escheat or similar LawLaws.
Appears in 1 contract
