Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate who has not theretofore complied with this Article 3 shall thereafter look only to Parent, as general unsecured creditors thereof, for payment of its claim for Merger Consideration.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Ruby Merger Corp.), Agreement and Plan of Merger (Retek Inc), Agreement and Plan of Merger (Ruby Merger Corp.)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for or Book-Entry Shares six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate or a Book-Entry Share who has not theretofore previously complied with this Article 3 Section 3.2 prior to the end of such six (6) month period shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger Consideration.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Global Med Technologies Inc), Agreement and Plan of Merger (Adobe Systems Inc), Agreement and Plan of Merger (Kenexa Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to ParentParent for, as general unsecured creditors thereofand Parent shall remain liable for, for payment of its their claim for Merger ConsiderationParent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 4 contracts
Samples: Loan and Security Agreement (Gynecare Inc), Agreement and Plan of Merger (Irvine Horace H Ii), Agreement and Plan of Merger (Hadco Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (360 Communications Co), Agreement and Plan of Merger (Falcon Drilling Co Inc), Agreement and Plan of Merger (Falcon Drilling Co Inc)
Termination of Exchange Fund. Any At the request of Parent, any portion of the Exchange Fund that which remains undistributed to or unclaimed on the holders of the Certificates for date that is six (6) months after immediately following the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied surrendered Certificates in compliance with this Article 3 Section 3.9 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger ConsiderationConsideration payable in respect thereto pursuant to Section 3.7(b).
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.)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger Considerationcash and Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock, and any dividends or distributions with respect to Parent Common Stock, all without interest.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Crossmann Communities Inc), Agreement and Plan of Merger (Beazer Homes Usa Inc), Agreement and Plan of Merger (Crossmann Communities Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to ParentParent for, as general unsecured creditors thereofand, subject to Section 2.03(g), Parent shall remain liable for payment of its their claim for the Merger Consideration, certain dividends and other distributions in accordance with Section 2.03(c) and any cash in lieu of any fractional Parent Shares in accordance with Section 2.03(e).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 2 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration, any dividends or distributions with respect to Parent Common Stock and any cash in lieu of any fractional shares of Parent Common Stock.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sandridge Energy Inc), Agreement and Plan of Merger (Arena Resources Inc), Agreement and Plan of Merger (Westport Resources Corp /Nv/)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Considerationthe shares of Parent Common Stock and cash and dividends or other distributions, if any, pursuant to this Article II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Gaylord Entertainment Co)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates or Book-Entry Shares for six months one (1) year after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate such holders prior to the Merger who has have not theretofore complied with this Article 3 III shall thereafter look only to Parent, Parent as general unsecured creditors thereof, creditor thereof for payment of its claim their claims for Merger Considerationcash, without interest, to which such holders may be entitled.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gymboree Corp), Agreement and Plan of Merger (Steinway Musical Instruments Inc), Agreement and Plan of Merger (Steinway Musical Instruments Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six (6) months after the Effective Time shall be delivered by the Paying Agent to Parent, upon demand, and any holder of a Certificate who has not theretofore complied with this Article 3 III shall thereafter look only to ParentParent for payment of the Merger Consideration, as but shall have no greater rights against Parent than may be accorded to general unsecured creditors thereof, for payment of its claim for Merger ConsiderationParent under applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nortel Networks Inc.), Agreement and Plan of Merger (Pec Solutions Inc), Agreement and Plan of Merger (Nortel Networks LTD)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, Parent and any holder holders of a Certificate shares of Company Common Stock or Company Stock Options prior to the Merger who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, Parent and only as general unsecured creditors thereof, thereof for payment of its claim for the Merger Consideration or the Option Merger Consideration, as applicable.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (CentraCore Properties Trust), Agreement and Plan of Merger (CRT Properties Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates or Book-Entry Shares for six nine (9) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate such holders prior to the Merger who has have not theretofore complied with this Article 3 III shall thereafter look only to Parent, Parent as general unsecured creditors thereof, creditor thereof for payment of its claim their claims for Merger Considerationcash, without interest, to which such holders may be entitled.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (AOL Inc.), Agreement and Plan of Merger (Dealertrack Technologies, Inc), Agreement and Plan of Merger (Millennial Media Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates or Book-Entry Shares for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate such holders prior to the Merger who has have not theretofore complied with this Article 3 III shall thereafter look only to Parent, Parent as general unsecured creditors thereof, creditor thereof for payment of its claim their claims for Merger Considerationcash, without interest, to which such holders may be entitled.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Harland Clarke Holdings Corp), Agreement and Plan of Merger (Protection One Inc), Agreement and Plan of Merger (Valassis Communications Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 2 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Charlotte Russe Holding Inc), Agreement and Plan of Merger (Carlisle Companies Inc), Agreement and Plan of Merger (Hawk Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Certificates on the Certificates for six date that is nine (9) months after the Effective Time shall be delivered to Parentshall, upon demand, be delivered by the Paying Agent to Parent, and any holder of a Certificate who has not theretofore complied with this Article 3 III shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger Consideration, but shall have no greater rights against Parent than may be accorded to a general unsecured creditor of Parent under applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Avnet Inc), Agreement and Plan of Merger (Bell Microproducts Inc), Agreement and Plan of Merger (Nu Horizons Electronics Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall will be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 shall III will thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dynamics Corp of America), Amended and Restated Agreement and Plan of Merger (CTS Corp)
Termination of Exchange Fund. Any Without limiting Parent’s right to receive interest and other income in respect of the Exchange Fund as described in Section 2.02(g), any portion of the Exchange Fund that remains undistributed to unclaimed by the holders of the Certificates for six twelve months after the Effective Time shall be delivered by the Paying Agent to Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates who has not theretofore complied with this Article 3 ARTICLE II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the applicable Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates Shares for six months 180 days after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates or Book Entry Shares who has have not theretofore complied with this Article 3 2 shall thereafter look only be entitled to Parentreceive from Parent (subject to abandoned property, escheat or similar Laws, as general unsecured creditors thereof, ) for payment of its their claim for Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six or Book-Entry Shares nine (9) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate or a Book-Entry Share who has not theretofore previously complied with this Article 3 Section 3.2 prior to the end of such nine (9) month period shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BMC Software Inc), Agreement and Plan of Merger (BladeLogic, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to ParentParent for, as general unsecured creditors thereofand Parent shall remain liable for, for payment of its their claim for Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unison Software Inc), Agreement and Plan of Merger (International Business Machines Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Company Certificates pursuant to this Article III for six months after the Effective Time shall promptly be delivered paid to Parent, upon demand, and any holder thereafter holders of a Certificate Company Certificates who has have not theretofore complied with the exchange procedures outlined in and contemplated by this Article 3 Section 3.02 shall thereafter look only to ParentParent (subject to abandoned property, escheat and similar laws) only as general unsecured creditors thereof, for payment thereof with respect to any Merger Consideration that may be payable upon due surrender of its claim for Merger Considerationthe Company Certificates held by them.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seat Pagine Gialle Spa), Agreement and Plan of Merger (Netcreations Inc)
Termination of Exchange Fund. Any At the request of Parent, any portion of the Exchange Fund that which remains undistributed to or unclaimed on the holders of the Certificates for date that is six (6) months after immediately following the Effective Time shall be delivered to Parent, upon demandParent or its designee, and any holder holders of a Certificate the Certificates who has have not theretofore complied surrendered Certificates in compliance with this Article 3 Section 3.9 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger ConsiderationConsideration payable in respect thereto pursuant to Section 3.7(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ramtron International Corp), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six on the date that is nine (9) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate who has not theretofore complied with this Article 3 Section 2 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger ConsiderationConsideration with respect to the Company Common Shares formerly represented thereby in accordance with Section 2.1, but only as general unsecured creditors thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edo Corp), Agreement and Plan of Merger (Itt Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Uncertificated Shares for six nine months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates or Uncertificated Shares who has have not theretofore complied with this Article 3 2 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Martek Biosciences Corp), Agreement and Plan of Merger (Kensey Nash Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Uncertificated Shares for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates or Uncertificated Shares who has have not theretofore complied with this Article 3 2 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cogent, Inc.), Agreement and Plan of Merger (Rubios Restaurants Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Warp Technology Holdings Inc), Agreement and Plan of Merger (Unify Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates Company Shares or Company Warrants for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate such holders prior to the Merger who has have not theretofore complied with this Article 3 III shall thereafter look only to Parent, as general unsecured creditors thereof, for payment of its their claim for Merger Considerationcash, without interest, to which such holders may be entitled.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tti Team Telecom International LTD), Agreement and Plan of Merger (Tti Team Telecom International LTD)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Company Certificates for six months after the Effective Time shall will be delivered to Parent, upon demand, and any holder holders of a Certificate the Company Certificates who has have not theretofore complied with this Article 3 shall II may thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Stock Consideration, Cash Consideration, any dividends or distributions with respect to Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smtek International Inc), Agreement and Plan of Merger (CTS Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the Merger Consideration, and any dividends or distributions pursuant to Section 2.2(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andrew Corp), Agreement and Plan of Merger (Commscope Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months 180 days after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 2 shall thereafter look only to ParentParent (subject to abandoned property, escheat or similar Laws, as general unsecured creditors thereof, ) for payment of its their claim for Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Encysive Pharmaceuticals Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six (6) months after the Effective Time shall shall, at the request of Parent, be delivered to Parent or otherwise on the instruction of Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied surrendered such Certificates in compliance with this Article 3 Section 1.7 shall thereafter after such delivery to Parent look only to ParentParent for the Merger Consideration pursuant to Section 1.6(a), as general unsecured creditors thereof, for payment with respect to the shares of its claim for Merger ConsiderationNovadigm Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Novadigm Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time of the Merger shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationParent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Time Warner Inc), Agreement and Plan of Merger (Turner Broadcasting System Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate who has not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock as contemplated by this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exar Corp), Agreement and Plan of Merger (Hi/Fn Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger ConsiderationConsideration and Outstanding Dividends with respect to such Certificates.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Northwestern Corp), Agreement and Plan of Merger (Northwestern Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (24/7 Media Inc), Agreement and Plan of Merger (Exactis Com Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six twelve months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the Merger Consideration, any dividends or other distributions with respect to Parent ADSs and any cash in lieu of fractional Parent ADSs in accordance with this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Collateral Therapeutics Inc), Agreement and Plan of Merger (Collateral Therapeutics Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the applicable Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 2 contracts
Samples: Voting Agreement and Irrevocable Proxy (Idx Systems Corp), Voting Agreement and Irrevocable Proxy (Allscripts Inc /Il)
Termination of Exchange Fund. Any portion of the Exchange Fund that which ---------------------------- remains undistributed to the holders of the Certificates for six months after the Effective Time of the Merger shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 III ----------- shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationParent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ginsburg Scott K), Agreement and Plan of Merger (Digital Generation Systems Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months or Uncertificated Shares one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates or Uncertificated Shares who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the Merger Consideration, and any dividends or distributions pursuant to Section 2.2(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sphere 3D Corp), Agreement and Plan of Merger (Overland Storage Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon on demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.
Appears in 2 contracts
Samples: Plan and Agreement of Merger (Avocent Corp), Plan and Agreement of Merger (Equinox Systems Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to ParentParent for, as general unsecured creditors thereofand Parent shall be liable for, for payment of its claim for the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxwell Shoe Co Inc), Agreement and Plan of Merger (Jones Apparel Group Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 III shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Phelps Dodge Corp), Agreement and Plan of Merger (Cyprus Amax Minerals Co)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration, any dividends or distributions with respect to Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Mapco Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Common Stock Options for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Infonow Corp /), Agreement and Plan of Merger (Warp Technology Holdings Inc)
Termination of Exchange Fund. Any Without limiting Parent's right to receive interest and other income in respect of the Exchange Fund as described in Section 2.02(g), any portion of the Exchange Fund that remains undistributed to unclaimed by the holders of the Certificates for six twelve months after the Effective Time shall be delivered by the Paying Agent to Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates who has not theretofore complied with this Article 3 ARTICLE II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the applicable Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Bradley Pharmaceuticals Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to ParentParent for, as general unsecured creditors thereofand, for subject to Section 2.03(g), Parent shall remain liable for, payment of its their claim for the Merger Consideration, certain dividends and other distributions in accordance with Section 2.03(c) and any cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mp3 Com Inc), Agreement and Plan of Merger (Vivendi)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates or Book-Entry Shares for six twelve (12) months after the Effective Time shall be delivered to Parent, or its designee, upon demand, and any holder of a Certificate such holders prior to the Merger who has have not theretofore complied with this Article 3 III shall thereafter look only to Parent, or such designee, as general unsecured creditors thereof, creditor thereof for payment of its claim their claims for Merger Considerationcash, without interest, to which such holders may be entitled.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Revlon Inc /De/), Agreement and Plan of Merger (Elizabeth Arden Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the Merger Consideration, and any dividends or distributions pursuant to Section 2.2(c).
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to ParentParent for, as general unsecured creditors thereofand Parent shall remain liable for, for payment of its their claim for Merger ConsiderationParent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Interwave Communications International LTD)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates or Book-Entry Shares for six months after the Effective Time shall be delivered to ParentParent or one of its Affiliates, upon demand, and any holder holders of a Certificate Certificates or Book-Entry Shares who has have not theretofore complied with this Article 3 4 shall thereafter look only to ParentIntermediary and Parent (subject to abandoned property, escheat or similar Laws, as general unsecured creditors thereof, ) for payment of its their claim for Merger Consideration, without any interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Salix Pharmaceuticals LTD)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months or Uncertificated Shares one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates or Uncertificated Shares who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the Merger Consideration, and any dividends or distributions pursuant to Section 2.2(d) .
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time of the Merger shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationParent Common Stock, [any cash in lieu of fractional shares of Parent Common Stock] and any dividends or distributions with respect to Parent Common Stock.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for or Book-Entry Shares six (6) months after the Effective Time shall shall, at the request of Parent, be delivered to Parent, upon demand, and any holder of a Certificate who has not theretofore complied Person entitled to payment in accordance with this Article 3 I shall thereafter be entitled to look only to Parent, Parent solely as general unsecured creditors thereof, for payment of its claim for any cash (which shall not accrue interest) payable to such Person pursuant to Section 1.6(a) as Merger ConsiderationConsideration with respect to the Company Shares held by such Person.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six nine months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange ---------------------------- Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to ParentPARENT, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 shall thereafter look only to ParentPARENT for, as general unsecured creditors thereofand PARENT shall remain liable for, for payment of its their claim for the Merger Consideration, any cash in lieu of fractional shares of PARENT Common Stock and any dividends or distributions with respect to PARENT Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Innovasive Devices Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates or Book-Entry Shares for six twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation or Parent, as directed by Parent, upon demand, and any holder of a Certificate such holders prior to the Merger who has have not theretofore complied with this Article 3 III shall thereafter look only to Parent, Parent as general unsecured creditors thereof, creditor thereof for payment of its claim their claims for Merger Considerationcash, without interest, to which such holders may be entitled.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Epicor Software Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which ---------------------------- remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Guarantee Life Companies Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund Fund, together with any interest and earnings thereon, that remains undistributed to the holders of the Certificates or Uncertificated Shares for six twelve (12) months after the Effective Time shall be delivered delivered, at Parent's option, to ParentParent or the Surviving Corporation, upon demand, and any holder holders of a Certificate Certificates or Uncertificated Shares who has have not theretofore complied with this Article 3 2 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seracare Life Sciences Inc)
Termination of Exchange Fund. Any Without limiting Parent’s right to receive interest and other income in respect of the Exchange Fund pursuant to Section 2.02(g), any portion of the Exchange Fund that remains undistributed to unclaimed by the holders of the Certificates for six months 180 days after the Effective Time shall be delivered by the Paying Agent to Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates who has not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the applicable Merger ConsiderationConsideration (subject to the terms of this Agreement and abandoned property, escheat and other similar Laws).
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six twelve months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 II shall thereafter look as a general creditor only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger Considerationthe shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock to which they are entitled.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gemstar International Group LTD)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Certificates on the Certificates for six months date that is 180 days after the Effective Time shall be delivered to Parent, upon demand, and after the 180 days, any holder of a Certificate who has not theretofore previously complied with this Article 3 Section 2.2 shall thereafter look only to ParentParent (subject to abandoned property, as general unsecured creditors thereof, escheat and similar laws) for payment of its claim for Merger ConsiderationConsideration without interest.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Metrologic Instruments Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 shall thereafter look only to ParentParent (subject to abandoned property, escheat or similar Laws, as general unsecured creditors thereof, ) for payment of its their claim for Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SGX Pharmaceuticals, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Certificates on the Certificates for six months after twelve (12)-month anniversary of the Effective Time shall be delivered to Parentshall, upon demand, be delivered by the Paying Agent to Parent, and any holder of a Certificate who has not theretofore complied with this Article 3 IV shall thereafter look only to ParentParent for payment of the Merger Consideration, as but shall have no greater rights against Parent than may be accorded to general unsecured creditors thereof, for payment of its claim for Merger ConsiderationParent under applicable Law.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Certificates or Uncertificated Shares on the Certificates for six date that is 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate or Uncertificated Share who has not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger ConsiderationConsideration and any dividends or distributions with respect to the Company Common Stock as contemplated by this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Plantronics Inc /Ca/)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six twelve months after the Effective Time shall be delivered by the Paying Agent to the Parent, upon demand, and any holder of a Certificate who has not theretofore complied with this Article 3 III shall thereafter look only to Parentthe Parent for payment of the Merger Consideration, as but shall have no greater rights against the Parent than may be accorded to general unsecured creditors thereof, for payment of its claim for Merger Considerationthe Parent under applicable law.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Uncertificated Shares for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates or Uncertificated Shares who has have not theretofore complied with this Article 3 2 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any deposit of the Exchange Fund) that remains undistributed to the holders unclaimed as of the Certificates for date that is six (6) months after the Effective Time Closing Date shall be delivered to Parent, upon demand, and any . Any holder of a Certificate Eligible Shares who has not theretofore complied with this Article 3 III shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment delivery of its claim for the Merger ConsiderationConsideration that such holder has the right to receive pursuant to this Article III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Versum Materials, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Uncertificated Shares for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate or Uncertificated Share who has not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent common stock as contemplated by this Article II.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gvi Security Solutions Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 2 shall thereafter look only to ParentParent (subject to abandoned property, escheat or similar Laws, as general unsecured creditors thereof, ) for payment of its their claim for Merger Consideration.
Appears in 1 contract
Samples: Voting Agreement (Iomai Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six on the date that is nine months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate who has not theretofore complied with this Article 3 Section 2 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger Consideration, but only as general unsecured creditors thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Infonet Services Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to unclaimed by the holders of the Company Certificates for six months 180 days after the Effective Time Closing shall be delivered by the Exchange Agent to Parent, Parent upon demand, and any . Any holder of a Certificate Company Certificates who has not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Considerationwith respect to Parent Common Stock or any dividends or distributions with respect to Parent Common Stock.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Book-Entry Shares for six nine (9) months after the Effective Time shall be delivered to ParentParent (or the Surviving Corporation, as directed by Xxxxxx), upon demand, and any former holder of a Certificate Company Common Stock entitled to payment of Merger Consideration who has not theretofore complied with this Article 3 II shall thereafter look only to Parent, Parent as a general unsecured creditors thereof, creditor thereof for payment of its claim for Merger ConsiderationConsideration without any interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Resideo Technologies, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Certificates on the Certificates for six months after six-month anniversary of the Effective Time shall be delivered to Parentshall, upon demand, be delivered by the Paying Agent to Parent, and any holder of a Certificate who has not theretofore complied with this Article 3 III shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for the Merger Consideration, but shall have no greater rights against Parent than may be accorded to a general unsecured creditor of Parent under applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pinnacle Data Systems Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that ---------------------------- which remains undistributed to the holders of the Certificates for six months 180 days after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate who has Certificates that have not theretofore complied with this Article 3 III shall thereafter look only to Parent, and only as general unsecured creditors thereof, for payment of its their claim for any Merger Consideration, any cash in lieu of fractional shares of Common Stock and any dividends or distributions with respect to Common Stock provided for in Section 3.1(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Template Software Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six twelve months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate who has Certificates that have not theretofore complied with this Article 3 III shall thereafter look only to Parent, and only as general unsecured creditors thereof, for payment of its their claim for any Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock provided for in Section 3.1(c).
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger Considerationthe consideration therefor specified in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SFX Broadcasting Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for Securityholders six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate Securityholders who has have not theretofore previously complied with this Article 3 Section 2.8 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the Upfront Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 ARTICLE II shall thereafter look only to ParentParent for, as general unsecured creditors thereofand Parent shall remain liable for, for payment of its their claim for Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Uncertificated Shares for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates or Uncertificated Shares who has have not theretofore complied with this Article 3 2 shall thereafter look only to Parent, the Surviving Corporation and only as a general unsecured creditors thereof, creditor for payment of its their claim for Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent (and Parent shall assume and perform the obligations of the Exchange Agent) for payment of its their claim for the applicable Merger ConsiderationConsideration with respect thereto, any dividends or distributions with respect to Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months one (1) year after the Effective Time shall be delivered to Parent, upon demand, Parent and any holder holders of a Certificate Shares prior to the Merger who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, Parent and only as general unsecured creditors thereof, thereof for payment of its claim for Merger Considerationthe Per Share Amount.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Strategic Distribution Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 ARTICLE III shall thereafter look only to ParentParent for, as general unsecured creditors thereofand Parent shall remain liable for, for payment of its their claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Shares pursuant to Section 3.2(c).
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that ---------------------------- remains undistributed to the holders of the Certificates for six twelve months after the Effective Time shall be delivered by the Paying Agent to the Parent, upon demand, and any holder of a Certificate who has not theretofore complied with this Article 3 III shall thereafter look only to Parentthe Parent for payment of the Merger Consideration, as but shall have no greater rights against the Parent than may be accorded to general unsecured creditors thereof, for payment of its claim for Merger Considerationthe Parent under applicable law.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates or Book-Entry Shares for six months one (1) year after the Effective Time shall be delivered to Parent, Parent or its designee upon demand, and any holder of a Certificate such holders prior to the Merger who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, Parent as general unsecured creditors thereof, creditor thereof for payment of its claim their claims for Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months 180 days after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate who has Certificates that have not theretofore complied with this Article 3 III shall thereafter look only to Parent, and only as general unsecured creditors thereof, for payment of its their claim for any Merger Consideration, any cash in lieu of fractional shares of Common Stock and any dividends or distributions with respect to Common Stock provided for in Section 3.1(c).
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed designated for distribution to the holders of the Certificates for six months after or Book-Entry Shares that remains undistributed as of the one hundred eighty (180) day anniversary of the Effective Time shall be delivered to Parent, upon Parent’s demand, and any holder of a Certificate such holders prior to the Merger who has have not theretofore complied with this Article 3 III shall thereafter look only to Parent, Parent as general unsecured creditors thereof, thereof for payment of its claim their claims for Merger ConsiderationConsideration for cash, without interest, to which such holders may be entitled.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apac Customer Services, Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Company Certificates for six months after the Effective Time shall will be delivered to Parent, upon demand, and any holder holders of a Certificate Company Certificates who has have not theretofore complied with this Article 3 shall II may thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationConsideration and any dividends or distributions, if any, with respect to Parent Common Stock.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months Certificates, Uncertificated Shares or Non-Employee Equity Awards one year after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate such holders who has have not theretofore complied with this Article 3 shall 2 will thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time of the Merger shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationParent Stock, any cash in lieu of fractional shares of Parent Stock and any dividends or distributions with respect to Parent Stock.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationParent Ordinary Shares and any cash in lieu of fractional Parent Ordinary Shares. In no event shall Parent be deemed to have any ownership interest in any portion of the Exchange Fund held by Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Therapeutic Antibodies Inc /De)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for Shareholders six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate former Shareholders who has have not theretofore previously complied with this Article 3 Section 3.03 shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for the Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mercury Computer Systems Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any deposit of the Exchange Fund) that remains undistributed to the holders unclaimed as of the Certificates for six date that is twelve (12) months after the Effective Time Closing Date shall be delivered to Parent, upon demand, and any . Any holder of a Certificate Eligible Shares who has not theretofore complied with this Article 3 III shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment delivery of its claim for the Merger ConsiderationConsideration that such holder has the right to receive pursuant to this Article III.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate Certificates or Book-Entry Shares who has not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 I shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its their claim for Merger ConsiderationParent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of a Certificate the Certificates who has have not theretofore complied with this Article 3 II shall thereafter look only to Parent, as general unsecured creditors thereof, Parent for payment of its claim for Merger Consideration.certificates evidencing Parent Common Stock,
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to the Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied delivered all of their Certificates in accordance with this Article 3 Section 2.2 shall thereafter look only to Parent, as general unsecured creditors thereof, the Parent for payment of its their claim for Merger Considerationshares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distribution, with respect to shares of Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (King World Productions Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to unclaimed by the holders of the Certificates for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of a Certificate Certificates who has have not theretofore complied with this Article 3 shall thereafter look only to ParentParent (subject to abandoned property, escheat or similar Laws, as general unsecured creditors thereof, ) for payment of its their claim for Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Energy Conversion Devices Inc)
