Common use of Termination of Exchange Fund Clause in Contracts

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc)

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Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders shareholders of the Company Common Stock for one year after the Effective Time shall be delivered to the Surviving CorporationAssociated, upon demand, and any holder shareholders of the Company Common Stock who has have not theretofore complied with this Article II I shall thereafter look only to the Surviving Corporation or Parent Associated for payment of its their claim for Merger ConsiderationAssociated Common Stock, any cash in lieu of Fractional Shares (if any), and any dividends or distributions with respect to Associated Common Stock.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (State Financial Services Corp), Agreement and Plan of Merger (Associated Banc-Corp), Agreement and Plan of Merger (State Financial Services Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, Corporation and any holder of Company Common Stock who has not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Oshkosh B Gosh Inc), Agreement and Plan of Merger (Carters Inc), Agreement and Plan of Merger (Foilmark Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (American Water Works Company, Inc.), Agreement and Plan of Merger (Imperial Industries Inc), Agreement and Plan of Merger (Rwe Aktiengesellschaft /Adr/)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year six (6) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II IV shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Iris International Inc), Agreement and Plan of Merger (Comverge, Inc.), Agreement and Plan of Merger (Baldor Electric Co)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year hundred eighty (180) days after the Effective Time shall be delivered to the Surviving CorporationAcquiror, upon demand, and any holder of Company Common Stock who has that have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent Acquiror for payment of its claim for the Merger ConsiderationConsideration to which such holder is entitled pursuant hereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Medco Research Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment investments thereof) that which remains undistributed to the holders of Company Common Stock for one year after following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder . Any holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (GLGR Acquisition Corp), Agreement and Plan of Merger (Hudson General Corp), Agreement and Plan of Merger (Ugly Duckling Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the former holders of Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder former holders of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Merge Healthcare Inc), Agreement and Plan of Merger (AMICAS, Inc.), Agreement and Plan of Merger (AMICAS, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereofinterest and other income received with respect thereto) that which remains undistributed to the former holders of shares of Company Common Stock for one year after on the first (1st) anniversary of the Effective Time shall be delivered to the Surviving CorporationParent, upon demand, and any holder former holders of shares of Company Common Stock who has have not theretofore complied with received any Merger Consideration to which they are entitled under this Article II III shall thereafter look only to the Surviving Corporation or Parent Entity for payment of its claim for Merger Considerationtheir claims with respect thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Fuel Systems Solutions, Inc.), Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (Nationwide Health Properties Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one (1) year after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II 3 shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Alliance Data Systems Corp), Agreement and Plan of Merger (Beverly Enterprises Inc), Agreement and Plan of Merger (Sabre Holdings Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving CorporationBuyer, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look be entitled to receive only to from the Surviving Corporation or Parent for Buyer payment of its claim for Merger Consideration.

Appears in 3 contracts

Samples: Terms   Agreement (Airvana Inc), Agreement and Plan of Merger (Kronos Inc), Agreement and Plan of Merger (BJS Wholesale Club Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest or other income received by the proceeds of any investment thereofPaying Agent in respect thereof that has not previously been distributed pursuant to Section 2.02(f)) that remains undistributed to the holders of Company Common Stock for one year 180 days after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its such holder's claim for the Merger Consideration.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Imagex Com Inc), Agreement and Plan of Merger (Pennaco Energy Inc), Agreement and Plan of Merger (Usx Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of shares of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (HCH Acquisition Corp), Agreement and Plan of Merger (JRC Acquisition Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (O Charleys Inc), Agreement and Plan of Merger (Fidelity National Financial, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company the certificates representing shares of the Common Stock for one year twelve months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder holders of Company shares of Common Stock who has have not theretofore complied with this Article II 3 shall thereafter look only to the Surviving Corporation or Parent and only as general creditors thereof for payment of its their claim for Merger Considerationthe applicable Per Share Amount.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Berkshire Hathaway Inc), Agreement and Plan of Merger (Shaw Industries Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock prior to the Merger who has not theretofore complied with this Article II shall thereafter look only to Parent and the Surviving Corporation or Parent for payment of its claim for the Merger ConsiderationConsideration and only as general creditors in respect of such claim.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Riviera Holdings Corp), Agreement and Plan of Merger (Isle Investors LLC)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year hundred eighty (180) days after the Effective Time shall be delivered to the Surviving CorporationAcquiror, upon demand, and any holder holders of Company Common Stock who has that have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent and Acquiror as general creditors for payment of its claim for the Merger ConsiderationConsideration to which they are entitled.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Micros to Mainframes Inc), Agreement and Plan of Merger (BTG Inc /Va/)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving CorporationBuyer, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look be entitled to receive only from the Buyer (subject to the Surviving Corporation or Parent for abandoned property, escheat and similar laws) payment (only as a general unsecured creditor) of its claim for Merger Consideration, without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rsa Security Inc/De/), Agreement and Plan of Merger (Emc Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year or Company Series D Stock six (6) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, Corporation and any holder of Company Common Stock or Company Series D Stock who has not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or Parent similar Applicable Law) for payment of its claim for Common Merger Consideration or Series D Merger Consideration, as the case may be.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (I Stat Corporation /De/), Agreement and Plan of Merger (I Stat Corporation /De/)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder of Company Common Stock Stockholders who has have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon, as unsecured creditors.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Thoma Bravo Fund Xii, L.P.), Agreement and Plan of Merger (Imprivata Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock or Company Stock Options for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder holders of Company Common Stock or Company Stock Options prior to the Merger who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Company Common Stock Merger Consideration or the Option Merger Consideration, as applicable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pomeroy It Solutions Inc), Agreement and Plan of Merger (Pomeroy It Solutions Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year nine (9) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sonicwall Inc), Agreement and Plan of Merger (Sonicwall Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of shares of Company Common Stock for one year six (6) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, Corporation and any holder of shares of Company Common Stock who has not theretofore complied with this Article II III shall thereafter look only to Parent and the Surviving Corporation or Parent for payment of its claim for Merger Consideration.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pre Paid Legal Services Inc), Agreement and Plan of Merger (Pre Paid Legal Services Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger ConsiderationConsideration to which they are entitled.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Game Financial Corp), Agreement and Plan of Merger (Viad Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one one-year after the Effective Time shall be delivered to the Surviving CorporationParent, upon demand, and, from and after such delivery to Parent, any holder holders of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to Parent or the Surviving Corporation or Parent for payment the Merger Consideration payable in respect of its claim for Merger Considerationsuch shares of Company Common Stock, without any interest thereon.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Andrx Corp /De/), Agreement and Plan of Merger (Watson Pharmaceuticals Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one (1) year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II shall thereafter Section 2.2 may look only to the Surviving Corporation or Parent for (subject to abandoned property, escheat and similar laws) for, and the Surviving Corporation shall remain liable for, payment of its claim for Merger ConsiderationConsideration without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Encore Medical Corp), Agreement and Plan of Merger (Encore Medical, L.P.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year after the Effective Time (including, without limitation, all interest and other income received by the Exchange Agent in respect of all funds made available to it) shall be delivered to the Surviving CorporationParent, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.8 shall thereafter look be entitled to receive only from the Parent (subject to the Surviving Corporation or Parent for abandoned property, escheat and other similar laws) payment of its claim for Merger Consideration, without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mapinfo Corp), Agreement and Plan of Merger (Mapinfo Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving CorporationParent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ameripath Inc), Agreement and Plan of Merger (Specialty Laboratories Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Buyer Common Stock for one year after the Effective Time Closing Date shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Certificates or Book Entry Shares previously representing shares of Company Common Stock who has have not theretofore complied with this Article II Section 3.3 shall thereafter look only to the Surviving Corporation or Parent for payment of its any claim for Merger Considerationto shares of Buyer Common Stock, cash in lieu of fractional shares thereof, or dividends or distributions, if any, in respect thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Celldex Therapeutics, Inc.), Agreement and Plan of Merger (Curagen Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cambridge Display Technology, Inc.), Agreement and Plan of Merger (Warrantech Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders shareholders of the Company Common Stock for one year after the Effective Time shall be delivered to the Surviving CorporationAssociated, upon demand, and any holder shareholders of the Company Common Stock who has have not theretofore complied with this Article II I shall thereafter look only to the Surviving Corporation or Parent Associated for payment of its their claim for Merger Cash Consideration, Associated Common Stock, any cash in lieu of Fractional Shares (if any), and any dividends or distributions with respect to Associated Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Associated Banc-Corp), Agreement and Plan of Merger (First Federal Capital Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year nine (9) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II IV shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Southwall Technologies Inc /De/), Agreement and Plan of Merger (Solutia Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment investments thereof) that remains undistributed to the former holders of Company Common Stock for one year after Shares on the first anniversary of the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder former holders of Company Common Stock Shares who has have not theretofore complied surrendered their Common Shares in accordance with this Article II Section 1.14 shall thereafter look only to the Surviving Corporation or Parent for payment of its their claim for the Merger Consideration, without interest thereon, upon due surrender of their Common Shares.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Caucuscom Mergerco Corp.), Agreement and Plan of Merger (Metromedia International Group Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one (1) year after the Effective Time shall be delivered to the Buyer or the Surviving Corporation, as directed by the Buyer, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look be entitled to receive only to from the Surviving Corporation or Parent for Buyer payment of its claim for Merger Consideration, without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Walgreen Co), Agreement and Plan of Merger (Option Care Inc/De)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Xxxxxx Common Stock for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder holders of Company Xxxxxx Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger ConsiderationConsideration to which they are entitled.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Recoton Corp), Agreement and Plan of Merger (Recoton Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent and the Surviving Corporation or Parent (subject to Section 2.4(e)) for payment of its claim for the Merger Consideration.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Clarcor Inc.), Agreement and Plan of Merger (Parker Hannifin Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one (1) year after the Effective Time shall be delivered to the Buyer or the Surviving Corporation, as directed by the Buyer, upon demand, and any holder of Company Common Capital Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look be entitled to receive only to from the Surviving Corporation or Parent for Buyer payment of its claim for Merger Consideration, without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Walgreen Co), Agreement and Plan of Merger (I Trax Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment investments thereof) that which remains undistributed to the holders of Company Common Stock for one year after following the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder . Any holders of Company Common Stock Public Shares who has have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration.

Appears in 2 contracts

Samples: 2 Agreement and Plan of Merger (Oneil Timothy P), Agreement and Plan of Merger (Transfinancial Holdings Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year twelve months after the Effective Time shall be delivered to the Surviving CorporationAcquirer, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent Acquirer for payment of its claim for Merger Consideration, without any interest thereon.

Appears in 1 contract

Samples: Settlement Agreement (Pennichuck Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment investments thereof) that which remains undistributed to the holders of Company Common Stock for one year after following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder . Any holders of Company Common Stock who has have not theretofore complied with this Article ARTICLE II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stratford American Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders shareholders of the Company Common Stock for one year twelve months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its their claim for Merger ConsiderationAcquirer Common Stock, any cash in lieu of fractional shares of Acquirer Common Stock and any dividends or distributions with respect to Acquirer Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hope Bancorp Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year twelve (12) months after the Effective Time Time, shall be delivered to the Surviving Corporation, upon demand, Corporation and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent and the Surviving Corporation or Parent for payment of its claim for Merger ConsiderationConsideration without any interest thereon.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PHH Corp)

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Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year nine (9) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder of Company Common Stock Stockholders who has have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Keynote Systems Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ecometry Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of shares of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving CorporationAcquiror, upon demand, and any holder holders of shares of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for Acquiror for, and Acquiror shall remain liable for, payment of its their claim for the Merger ConsiderationConsideration (subject to applicable abandoned property, escheat and other similar Laws).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bedford Property Investors Inc/Md)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock a Certificate who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cherokee International Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look only to the Surviving Corporation or Parent for (subject to abandoned property, escheat and similar laws) for, and the Surviving Corporation shall remain liable for, payment of its claim for Merger ConsiderationConsideration without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Serena Software Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment investments thereof) that remains undistributed to the former holders of shares of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder former holders of shares of Company Common Stock who has have not theretofore complied surrendered their shares of Company Common Stock in accordance with this Article II Section 1.8 shall thereafter look only to the Surviving Corporation or Parent for payment of its their claim for the Merger ConsiderationConsideration without any interest thereon, upon due surrender of their shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Memry Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year nine (9) months after the Effective Time shall be delivered to the Surviving CorporationBuyer, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look be entitled to receive only to from the Surviving Corporation or Parent for (subject to abandoned property, escheat and similar Laws) payment of its claim for Merger Consideration, without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Keane, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereofinterest received with respect thereto) that remains undistributed to the holders of Company shares of Common Stock for one (1) year after the Effective Time shall be delivered to the Surviving Corporation, Parent (or its designee) upon demand, demand and any holder of Company shares of Common Stock who has not theretofore complied with this Article ARTICLE II shall thereafter look only to the Surviving Corporation or Parent Company for payment of its claim for Merger ConsiderationConsideration without interest and reduced by the amount of any withholding that is required under applicable Law, in accordance with Section 2.02(h).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rent a Center Inc De)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of shares of Company Common Stock for one year 180 days after the Effective Time shall may be delivered to the Surviving Corporation, upon demand, and any holder holders of shares of Company Common Stock who has have not theretofore complied with this Article II 3 shall thereafter look only to the Surviving Corporation or Parent (subject to applicable abandoned property, escheat and similar Laws) for payment of its claim for the Merger Consideration, without any interest thereon.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clubcorp Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year six (6) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation or Parent (as directed by Parent) upon demand, and any holder holders of shares of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for (as applicable) with respect to any payment of its claim for the Merger ConsiderationConsideration in respect of such shares, without any interest thereon.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thomas & Betts Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment investments thereof) that which remains undistributed to the holders of Company Common Stock for one year after following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder . Any holders of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration.. (d)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hudson General Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of and any investment thereofinterest or other income earned thereon) that which remains undistributed to the holders of Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent as general creditors thereof for payment of its claim for the Merger ConsiderationConsideration (subject to abandoned property, escheat or other similar laws), without any interest thereon.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Symmetry Surgical Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall will be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall will thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sterling Chemicals Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II ARTICLE III shall thereafter look only to the Surviving Corporation or Parent as the general creditor therefor for payment of its claim their claims for the Merger Consideration, without any interest thereon.

Appears in 1 contract

Samples: Agreement and Plan of Merger (EnergySolutions, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereofinterest and other income received with respect thereto) that which remains undistributed to the former holders of shares of Company Common Stock for one year after on the first (1st) anniversary of the Effective Time shall be delivered to the Surviving CorporationParent, upon demand, and any holder former holders of shares of Company Common Stock who has have not theretofore complied with received any Merger Consideration to which they are entitled under this Article II ARTICLE III shall thereafter look only to the Surviving Corporation or Parent Entity for payment of its claim for Merger Considerationtheir claims with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Westport Innovations Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year after the Effective Time shall be delivered to the Surviving Corporation, Buyer upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look only to the Surviving Corporation or Parent Buyer (subject to abandoned property, escheat and similar laws) for payment of its claim for the applicable portion of the Merger Consideration, without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Google Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest and other income received by the proceeds Paying Agent in respect of any investment thereofsuch funds) that remains undistributed to the holders of Certificates representing Company Common Stock as provided in this Section 2.02 for one year six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sind Acquisition Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year six (6) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration, without any interest thereon.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lawson Software, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders holder of Company Common Stock for one year six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, Corporation and any holder of Company Common Stock who has not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ford Motor Co)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year nine months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gtech Holdings Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of the Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, Parent upon demand, and any holder of the Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Buyer Parties and the Surviving Corporation LLC (subject to abandoned property, escheat or Parent for similar Laws) as general creditors thereof with respect to the payment of its claim for Merger Consideration, without any interest thereon.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AmREIT, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including which remains unclaimed by the proceeds of any investment thereof) that remains undistributed to the former holders of Company Common Stock for one year twelve months after the Effective Time shall be delivered to the Surviving CorporationAcquiror, upon demand, and any holder former holders of Company Common Stock who has shall not have theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent Acquiror for payment of its claim for Merger Considerationthe Acquiror Common Stock and any cash to which they are entitled.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Natco Group Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that which remains undistributed to the holders of Company Common Stock for one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger ConsiderationConsideration without any interest thereon.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cobra Electronics Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock and/or Company Options for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (UCP, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment investments thereof) that which remains undistributed to the holders of Company Common Stock for one year after following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder . Any holders of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for the Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Langner Jay B)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for one year twelve months after the Effective Time Closing Date shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II ARTICLE III shall thereafter look only to the Surviving Corporation or Parent for payment of its claim for Merger Consideration.

Appears in 1 contract

Samples: Agreement of Merger (Harris Corp /De/)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investment investments thereof) that remains undistributed to the former holders of shares of Company Common Stock for one (1) year after the Effective Time shall be delivered to the Surviving Corporation, Corporation upon demand, and any holder former holders of shares of Company Common Stock who has have not theretofore complied surrendered their shares of Company Common Stock in accordance with this Article II Section 3.2 shall thereafter look only to the Surviving Corporation or Parent for payment of its their claim for the Merger Consideration, without any interest thereon, upon due surrender of their shares of Company Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Obagi Medical Products, Inc.)

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