No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Xactly Corp), Agreement and Plan of Merger (MINDBODY, Inc.), Agreement and Plan of Merger (Instructure Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Integrated Silicon Solution Inc), Agreement and Plan of Merger (Mattson Technology Inc), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Liberty Tax, Inc.), Agreement and Plan of Merger (Del Frisco's Restaurant Group, Inc.), Agreement and Plan of Merger (Rover Group, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock Shares 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 (Tessco Technologies Inc), Agreement and Plan of Merger (Instructure Inc), Agreement and Plan of Merger (RealPage, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Stockholder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Skullcandy, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 5 contracts
Samples: Acquisition Agreement (ExactTarget, Inc.), Agreement and Plan of Merger (Lattice Semiconductor Corp), Agreement and Plan of Merger (Sandisk Corp)
No Liability. Notwithstanding anything Subject to the contrary set forth in this Agreementapplicable Law, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Kaleyra, Inc.), Agreement and Plan of Merger (Cambrex Corp), Agreement and Plan of Merger (CVS HEALTH Corp)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock Capital 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 (Duck Creek Technologies, Inc.), Agreement and Plan of Merger (Vista Equity Partners Fund Viii, L.P.), Agreement and Plan of Merger (Carrols Restaurant Group, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Data Domain, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Silver Spring Networks Inc), Agreement and Plan of Merger (Supertex Inc), Agreement and Plan of Merger (Itron Inc /Wa/)
No Liability. Notwithstanding Subject to applicable Law and notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Quotient Technology Inc.), Agreement and Plan of Merger (Cvent Holding Corp.), Agreement and Plan of Merger (Datto Holding Corp.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, Merger Sub, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares Company Shares as of Company Common Stock immediately prior to the Effective Time 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 (Cerevel Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Prometheus Biosciences, Inc.), Agreement and Plan of Merger (Icosavax, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Rofin Sinar Technologies Inc), Merger Agreement (Coherent Inc), Agreement and Plan of Merger (Pervasive Software Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Microsemi Corp), Agreement and Plan of Merger (Standard Microsystems Corp), Agreement and Plan of Merger (Microchip Technology Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common 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 (SCSF Equities, LLC), Agreement and Plan of Merger (Kellwood Co), Agreement and Plan of Merger (Kellwood Co)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, Acquisition Sub, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares Company Shares in respect of Company Common Stock for any amount properly paid amounts that would otherwise have been payable in respect of any Certificates or Uncertificated Shares 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 (Receptos, Inc.), Agreement and Plan of Merger (Celgene Corp /De/)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock the Shares 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 (G&k Services Inc), Agreement and Plan of Merger (Cintas Corp)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Depositary, Parent, the Surviving Corporation Company or any other Party will shall be liable to a holder of shares of Company Common Stock Shares (including Company Shares represented by ADSs), Company Options or Company Restricted Shares 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 (Bona Film Group LTD), Agreement and Plan of Merger (iDreamSky Technology LTD)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, subject to applicable Law, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common 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 (Haynes International Inc), Agreement and Plan of Merger (Haynes International Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation Company or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares 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 (China Yida Holding, Co.), Amended and Restated Agreement and Plan of Merger (China Yida Holding, Co.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation Company or any other Party will be liable to a holder of shares of Company Common Stock Shares 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 (Diversey Holdings, Ltd.), Agreement and Plan of Merger (Cision Ltd.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock 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 (HireRight Holdings Corp), Agreement and Plan of Merger (EngageSmart, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Exchange Agent or Surviving Corporation or any other Party will Company shall be liable to a holder of shares of Company Stock for any Surviving Company Common Stock for or 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 (Creative Biomolecules Inc), Agreement and Plan of Merger (Curis Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Interim Surviving Corporation Corporation, the Surviving Company or any other Party will party hereto shall be liable to a holder of shares of Parent Class A Common Stock or Company Common 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 and Reorganization (Entropic Communications Inc), Agreement and Plan of Merger and Reorganization (Maxlinear Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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 (Micro Linear Corp /Ca/), Agreement and Plan of Merger (Sirenza Microdevices Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common 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 (Ginkgo Bioworks Holdings, Inc.), Agreement and Plan of Merger (Zymergen Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, LKQ, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares, Company Options or Company Restricted Shares 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 (LKQ Corp), Agreement and Plan of Merger (Coast Distribution System Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company 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: Merger Agreement (C&d Technologies Inc), Merger Agreement (Collegiate Funding Services Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation Company or any other Party will be liable to a holder of shares of Company Common Stock Shares 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 (Travelport Worldwide LTD), Agreement and Plan of Merger (Electronics for Imaging Inc)
No Liability. Notwithstanding anything Subject to the contrary set forth in this Agreementapplicable Law, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will shall be liable to a holder of shares of Company Common 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 (Darden Restaurants Inc), Agreement and Plan of Merger (Atlas Technical Consultants, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, Purchaser, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ramtron International Corp), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation Entity or any other Party will party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock or Eligible Derivative Securities 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 (Centillium Communications Inc), Agreement and Plan of Merger (Transwitch Corp /De)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or nor any other Party will party hereto shall be liable to a holder of shares of Company Common 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 (Jive Software, Inc.), Agreement and Plan of Merger (E2open Inc)
No Liability. Notwithstanding anything to the contrary set forth ------------ in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Parent Common Stock or Company 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: Exhibit 1 (Peregrine Systems Inc), Agreement and Plan of Merger (Remedy Corp)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parentthe Parent Entities, the Surviving LLC, the Surviving Corporation or any other Party will be liable to a holder of Holdings Units or shares of Company Common Stock Capital Stock, as applicable, 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 (Pluralsight, Inc.), Agreement and Plan of Merger (Pluralsight, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw or Order.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (3com Corp)
No Liability. Notwithstanding anything to the contrary set forth in this AgreementAgreement but subject to compliance with this Article III, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common 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 (Maxlinear Inc), Agreement and Plan of Merger (Exar Corp)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will shall be liable to a holder of shares of Company Common Stock Stockholder for any amount properly paid to a public official pursuant to any applicable abandoned property, unclaimed property, escheat or similar lawLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Aratana Therapeutics, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation Company or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Micrel Inc), Agreement and Plan of Merger (Microchip Technology Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, BV Sub, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of capital stock or other securities of the Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Laws.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a Stockholder or holder of shares of a Company Common Stock Warrant 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 (Embark Technology, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party party hereto will be liable to a holder of shares of Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation Company or any other Party will shall be liable to a holder of shares of Company Common Stock Shares 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 (China Customer Relations Centers, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common 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 set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will shall be liable to a holder of shares of Company Common 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 set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company 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
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation Company or any other Party will be liable to a holder of shares of Company Common Stock Shares 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 (Tufin Software Technologies Ltd.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Guarantor, Parent, Merger Sub, the Surviving Corporation or nor any other Party will shall be liable to a holder of shares of Company Common Stock any Person 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 (Medidata Solutions, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation Corporation, or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortegra Financial Corp)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation Corporation, or any other Party will party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawlaws.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a Stockholder or holder of shares of a Company Common Stock Warrant 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 (Thorne Healthtech, Inc.)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirement.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company 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 (Susser Holdings CORP)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, Acquisition Sub, the Surviving Corporation or nor any other Party will shall be liable to a holder of shares of Company Common Stock for in respect of any amount properly paid amounts that would otherwise have been payable in respect of any Certificates or Uncertificated 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 (Ligand Pharmaceuticals Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common 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 set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock Shares 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
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or nor any other Party will party hereto shall be liable to a holder of shares of Company Common 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 set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares 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 set forth in this Agreement, none of the Payment Exchange Agent, ParentThermage, the Surviving Corporation Company or any other Party will party hereto shall be liable to a holder of shares of Company Thermage Common Stock or Reliant Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or other similar lawLegal Requirement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Thermage Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or other similar lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On2 Technologies, Inc.)
