No Liability. Notwithstanding anything in this Agreement to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of Shares for any amount properly 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 (Pulte Homes Inc/Mi/), Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger
No Liability. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, none of the CompanyPayment Agent, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent Corporation or any other person party hereto shall be liable to any former a holder of Company Shares for any amount properly delivered paid to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 18 contracts
Samples: Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (Vitacost.com, Inc.), Agreement and Plan of Merger (Graftech International LTD)
No Liability. Notwithstanding anything in this Agreement herein to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Paying Agent or any other person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 17 contracts
Samples: Agreement and Plan of Merger (Hallwood Group Inc), Agreement and Plan of Merger (Venoco, Inc.), Agreement and Plan of Merger (Hallwood Trust /Tx/)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, none of the CompanyPayment Agent, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent Corporation or any other person party hereto shall be liable to any former a holder of Shares shares of Company Common Stock for any amount properly delivered paid to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Synopsys Inc), Agreement and Plan of Merger (ArcSight Inc), Agreement and Plan of Merger (Hewlett Packard Co)
No Liability. Notwithstanding anything in this Agreement Anything herein to the contrarycontrary notwithstanding, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Paying Agent or any other person Person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Belk Inc), Agreement and Plan of Merger (CST Brands, Inc.), Agreement and Plan of Merger (Interactive Intelligence Group, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, none of the CompanyPaying Agent, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent Company or any other person party hereto shall be liable to any former a holder of Company Shares for any amount properly delivered paid to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (SodaStream International Ltd.), Agreement and Plan of Merger, Agreement and Plan of Merger (Ultra Clean Holdings, Inc.)
No Liability. Notwithstanding anything in this Agreement Anything herein to the contrarycontrary notwithstanding, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Paying Agent or any other person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Harris Teeter Supermarkets, Inc.), Agreement and Plan of Merger (BMCA Acquisition Sub Inc.), Agreement and Plan of Merger (ProSight Global, Inc.)
No Liability. Notwithstanding anything in this Agreement to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Paying Agent or any other person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Aes Corp), Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Williams Companies Inc)
No Liability. Notwithstanding anything in this Agreement Anything herein to the contrarycontrary notwithstanding, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Paying Agent or any other person Person shall be liable to any former holder of Shares shares of Company Common Stock for any amount 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 (Sailpoint Technologies Holdings, Inc.), Agreement and Plan of Merger (UserTesting, Inc.), Agreement and Plan of Merger (Proofpoint Inc)
No Liability. Notwithstanding anything in this Agreement herein to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Paying Agent or any other person shall be liable to any former holder of Shares shares of Company Common Stock for any amount 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 (Lufkin Industries Inc), Agreement and Plan of Merger (American Capital Strategies LTD), Agreement and Plan of Merger (Merisel Inc /De/)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, none of the CompanyPayment Agent, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent Corporation or any other person party hereto shall be liable to any former a holder of Company Shares for any amount properly delivered 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 (Horizon Pharma PLC), Agreement and Plan of Merger (Raptor Pharmaceutical Corp), Agreement and Plan of Merger (Relypsa Inc)
No Liability. Notwithstanding anything in this Agreement to the contrary, none of the Company, Parentthe ETP Parties, Merger Sub, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of Shares for any amount 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 (Sunoco Inc), Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger
No Liability. Notwithstanding anything in this Agreement to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent or any other person Person shall be liable to any former holder of Shares for any amount 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 (Fitlife Brands, Inc.), Agreement and Plan of Merger (iSatori, Inc.), Agreement and Plan of Merger (NRG Energy, Inc.)
No Liability. Notwithstanding anything in this Agreement herein to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent or any other person Person shall be liable to any former holder of Shares for any amount 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 (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (Span America Medical Systems Inc), Agreement and Plan of Merger (Dionex Corp /De)
No Liability. Notwithstanding anything in this Agreement to the contrary, none of the Company, Parent, Parent or Merger Sub, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of Shares for any amount 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 (Medianet Group Technologies Inc), Agreement and Plan of Merger (Atlas Capital Holdings, Inc.), Agreement and Plan of Merger (Medianet Group Technologies Inc)
No Liability. Notwithstanding anything in this Agreement to the contrary, none None of the Company, Parent, Merger Sub, the Surviving CorporationCompany, the Exchange Surviving Company, the Depositary or the Paying Agent or any other person shall be liable to any former holder holders of the Shares for any amount properly 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 (Ren Jinsheng), Agreement and Plan of Merger (Simcere Pharmaceutical Group), Agreement and Plan of Merger (China Nepstar Chain Drugstore Ltd.)
No Liability. Notwithstanding anything in this Agreement herein to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Paying Agent or any other person shall Person will be liable to any former holder of Common Shares for any amount 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 (American Greetings Corp), Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (American Greetings Corp)
No Liability. Notwithstanding anything in this Agreement to the contrary, none None of the Company, Parent, Merger Sub, the Surviving Corporation, the Company or the Exchange Agent Agent, or any other person employee, officer, director, agent or Affiliate thereof, shall be liable to any former holder Person in respect of Shares for any amount properly the Common Stock Consideration or Fractional Share Consideration, as applicable, from the Payment Fund 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 (Remark Media, Inc.), Agreement and Plan of Merger (Banks.com, Inc.), Agreement and Plan of Merger (Remark Media, Inc.)
No Liability. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent Corporation or any other person party hereto shall be liable to any former a holder of Shares any shares of Company Capital Stock for any amount properly delivered 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 (Logitech International Sa), Agreement and Plan of Merger (Solta Medical Inc)
No Liability. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, none of the Company, Parent, Merger Sub, Sub or the Surviving Corporation, the Exchange Agent or any other person Corporation shall be liable to any former holder of Shares Company Stock or Company Options for any amount properly delivered 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 (Click Commerce Inc), Agreement and Plan of Merger (Proquest Co)
No Liability. Notwithstanding anything in this Agreement to the contrary, none None of the Company, Parent, Merger Sub, the Surviving Corporation, the Company or the Exchange Agent Agent, or any other person employee, officer, director, agent, representative or Affiliate thereof, shall be liable to any former holder Person in respect of Shares for any amount properly the Offer Consideration 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 (Audience Inc), Agreement and Plan of Merger (Knowles Corp)
No Liability. Notwithstanding anything in any provision of this Agreement to the contrary, none of the CompanySurviving Corporation, Parent, Merger Sub, the Surviving Corporation, the Exchange Paying Agent or any other person Person shall be liable to any former holder of Shares for any amount properly 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 (Elevate Credit, Inc.), Agreement and Plan of Merger (Elevate Credit, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, none of the CompanyExchange Agent, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent Corporation or any other person shall Party will be liable to any former a holder of Shares Company Securities for any amount properly delivered 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 (Leonardo DRS, Inc.), Agreement and Plan of Merger (Rada Electronic Industries LTD)
No Liability. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, none of the CompanyExchange Agent, Parent, Merger Sub, Sub or the Surviving Corporation, the Exchange Agent or any other person Corporation shall be liable to any former a holder of Company Common Shares or Company Preferred Shares for any Parent Common Stock or any amount properly delivered 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 (Geltex Pharmaceuticals Inc), Agreement and Plan of Merger (Sunpharm Corporation)
No Liability. Notwithstanding anything in this Agreement to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent or any other person shall Person will be liable to any former holder of Shares for any amount 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 (Eastman Chemical Co), Agreement and Plan of Merger (TAMINCO Corp)
No Liability. Notwithstanding anything in this Agreement herein to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Paying Agent or any other person Person shall be liable to any former holder of Shares for any amount 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 (Silverleaf Resorts Inc), Agreement and Plan of Merger (Silverleaf Resorts Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, none of the CompanyPaying Agent, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent Company or any other person party shall be liable to any former a holder of Company Shares for any amount properly delivered 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 (Frutarom LTD), Agreement and Plan of Merger (Enzymotec Ltd.)
No Liability. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Paying Agent or any other person Person shall be liable to any former holder of Shares for any amount 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 (National Instruments Corp), Agreement and Plan of Merger (Emerson Electric Co)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, none of the CompanyPaying Agent, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent Corporation or any other person Person shall be liable to any former a holder of Shares as of immediately prior to the Effective Time for any amount properly delivered 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 (Reata Pharmaceuticals Inc), Agreement and Plan of Merger (Biogen Inc.)
No Liability. Notwithstanding anything in this Agreement Anything herein to the contrarycontrary notwithstanding, none of the Company, Parent, Merger Sub, the Surviving CorporationCompany, the Exchange Paying Agent or any other person Person shall be liable to any former holder of Company Common Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law, and any such amounts will be treated for all purposes under this Agreement as having been paid to the former holder of such Company Common Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kofax LTD), Agreement and Plan of Merger (Lexmark International Inc /Ky/)
No Liability. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, none of the Company, Guarantor, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent Paying Agent, or any other person Person shall be liable to any former holder of Shares for any amount properly delivered 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 (Landos Biopharma, Inc.)
No Liability. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, none of the CompanyExchange Agent, Parent, Merger Sub, Sub or the Surviving Corporation, the Exchange Agent or any other person Corporation shall be liable to any former a holder of Company Common Shares or Company Preferred Shares for any Parent Preferred Stock or any amount properly delivered 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 (Orchid Biosciences Inc)
No Liability. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent Paying Agent, or any other person Person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat escheat, or similar Law.
Appears in 1 contract
No Liability. Notwithstanding anything in this Agreement Anything herein to the contrarycontrary notwithstanding, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Paying Agent or any other person shall be liable to any former holder of Shares Shares, Company Stock Options or Company Equity Awards for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding anything in this Agreement herein to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Paying Agent or any other person Person shall be liable to any former holder of Shares shares of Company Common Stock for any amount properly 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 (Obagi Medical Products, Inc.)
No Liability. Notwithstanding anything in this Agreement Anything herein to the contrarycontrary notwithstanding, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent or any other person Person shall be liable to any former holder of Company Shares for any amount properly delivered 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 Agreement to the contraryAgreement, none of the Company, Parent, Merger Sub, Sub or the Surviving Corporation, the Exchange Agent or any other person Corporation shall be liable to any former holder of Shares Company Stock or Company Options for any amount properly delivered paid to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding anything in this Agreement to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, Company or the Exchange Paying Agent or any other person shall be liable to any former holder Person in respect of Shares for any amount amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding anything in this Agreement to the contrary, none of the Company, ParentBCHI, Merger Sub, the Surviving Corporation, the Exchange Agent Company or any other person shall Person will be liable to any former holder of Shares for any amount properly 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 (Fusion Telecommunications International Inc)
No Liability. Notwithstanding anything in this Agreement herein to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Paying Agent or any other person shall be liable to any former holder of Shares Common Shares, Company Stock Options or Company Share-Based Awards for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, none of the CompanyPaying Agent, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent Corporation or any other person party hereto shall be liable to any former a holder of Company Shares for any amount properly delivered 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 (Nextgen Healthcare, Inc.)
No Liability. Notwithstanding anything in this Agreement to the contrary, none None of the Company, Parent, Merger Sub, the Surviving CorporationCompany, the Exchange Surviving Company or the Paying Agent or any other person shall be liable to any former holder holders of the Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar LawLaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (eFuture Holding Inc.)
No Liability. Notwithstanding anything in this Agreement to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Paying Agent or any other person shall will be liable to any former holder of Company Shares for any amount properly 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 (Keithley Instruments Inc)
No Liability. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, none of the Company, Parent, Merger Subthe Exchange Agent, the Surviving Corporation, the Exchange Agent or any other person party hereto shall be liable to any former holder of Shares a Company Holder or Carveout Participant for any amount properly delivered 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 Agreement to the contrary------------ Agreement, none of the CompanyExchange Agent, Parent, Merger Sub, the Company or the Surviving Corporation, the Exchange Agent or any other person Corporation shall be liable to any former a holder of Company Shares for any Parent Common Stock or any amount properly delivered 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 (Orchid Biosciences Inc)
No Liability. Notwithstanding anything in this Agreement to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding anything in this Agreement to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent or any other person Person shall be liable to any former holder of Shares Person for any amount properly 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 (Berliner Communications Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, none of the CompanyPaying Agent, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent Corporation or any other person party hereto shall be liable to any former a holder of Shares for any amount properly delivered 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 Agreement to the contraryAgreement, none of the Company, Parent, the Merger SubSubs, the Exchange Agent, the Surviving Corporation, the Exchange Agent Shareholder Representative or any other person party hereto shall be liable to any former holder of Shares a Shareholder for any amount properly delivered paid to a public official pursuant to any applicable abandoned property, escheat or similar LawLegal Requirement.
Appears in 1 contract
No Liability. Notwithstanding anything in this Agreement herein to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
