Common use of Termination of Exchange Fund Clause in Contracts

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Shares for one year after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Consideration. Any portion of the Exchange Fund remaining unclaimed by holders of Shares as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Shares Participating Securityholders for one (1) year after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Participating Securityholder who have has not theretofore complied with this Article II Section 3.2 shall thereafter look only to Parent for, and Parent shall remain liable for, payment for such holder’s portion of their claim for the Aggregate Per Share Merger Consideration. Any portion of the Exchange Fund Aggregate Merger Consideration remaining unclaimed by holders of Shares Participating Securityholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund relating to the Closing Merger Consideration Shares that remains undistributed to the holders of Shares Company Stockholders for one year two (2) years after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Company Stockholders who have not theretofore complied with this Article II Section 3.4 shall thereafter look only to Parent for, and Parent shall remain liable for, payment for their portion of their claim for the Closing Merger ConsiderationConsideration Shares. Any portion of the Exchange Fund remaining unclaimed by holders of Shares Company Stockholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund relating to the Merger Consideration Shares that remains undistributed to the holders of Shares Company Stockholders for one year two (2) years after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Company Stockholders who have not theretofore complied with this Article II Section 3.4 shall thereafter look only to Parent for, and Parent shall remain liable for, payment for their portion of their claim for the Merger ConsiderationConsideration Shares. Any portion of the Exchange Fund remaining unclaimed by holders of Shares Company Stockholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund relating to the Closing Merger Consideration that remains undistributed to the holders of Shares Company Stockholders for one year two (2) years after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Company Stockholders who have not theretofore complied with this Article II Section 3.5 shall thereafter look only to Parent for, and Parent shall remain liable for, payment for their portion of their claim for the Closing Merger Consideration. Any portion of the Exchange Fund remaining unclaimed by holders of Shares Company Stockholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Shares for one year six (6) months after the Effective Time shall will be delivered to Parent, upon demand, and any holders of Shares who have not theretofore complied with this Article II shall 3 will thereafter look only to Parent for, and Parent shall remain liable for, payment for payments in respect of their claim for the applicable Merger Considerationconsideration payable pursuant to this Agreement. Any portion of the Exchange Fund remaining unclaimed by holders of Shares as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shallEntity will, to the extent permitted by applicable Lawlaw, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Shares for one year six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Considerationcash to which they are entitled pursuant to Section 2.01(a). Any portion of the Exchange Fund remaining unclaimed by holders of Shares as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Lawlaw, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Shares for one year twelve months after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Per Share Merger ConsiderationConsideration to which they are entitled pursuant to Section 2.01. Any portion of the Exchange Fund remaining unclaimed by holders of Shares as of a date which that is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority government entity shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any Except as set forth in Section 3.7 hereto, any portion of the Exchange Fund that remains undistributed to the holders of Shares Company Capital Stock for one year after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Company Capital Stock who have not theretofore complied with this Article II Section 3.2 shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Per Share Merger Consideration. Any portion of the Exchange Fund remaining unclaimed by holders of Shares Company Capital Stock as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority government entity shall, to the extent permitted by applicable Lawlaw, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund relating to the Merger Consideration Shares that remains undistributed to the holders of Shares Company Stockholders for one (1) year after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Company Stockholders who have not theretofore complied with this Article II Section 3.4 shall thereafter look only to Parent for, and Parent shall remain liable for, payment for their portion of their claim for the Merger ConsiderationConsideration Shares. Any portion of the Exchange Fund remaining unclaimed by holders of Shares Company Stockholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Shares for one year after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Consideration. Any portion of the Exchange Fund remaining unclaimed by holders of Shares as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Shares Company Capital Stock for one year after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Company Capital Stock who have not theretofore complied with this Article II Section 3.02 shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Common Stock Consideration and the Per Share Preferred Stock Consideration, as applicable. Any portion of the Exchange Fund remaining unclaimed by holders of Shares Company Capital Stock as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority government entity shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Shares the Company Common Stock for one year 180 days after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Consideration. Any portion of the Exchange Fund remaining unclaimed by holders of Shares as of the second anniversary of the Effective Time (or, if earlier, as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority government entity) shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person Person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund other than the Aggregate Earnout Shares that remains undistributed to the holders of Shares Participating Securityholders for one (1) year after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Participating Securityholder who have has not theretofore complied with this Article II Section 3.02 shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the such holder’s Per Share Merger Consideration. Any portion of the Exchange Fund remaining unclaimed by holders of Shares Participating Securityholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person Person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund relating to the Merger Consideration Shares that remains undistributed to the holders of Shares Company Stockholders for one year two (2) years after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Company Stockholders who have not theretofore complied with this Article II Section 4.4 shall thereafter look only to Parent for, and Parent shall remain liable for, payment for their portion of their claim for the Merger ConsiderationConsideration Shares. Any portion of the Exchange Fund remaining unclaimed by holders of Shares Company Stockholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Shares Stockholders for one (1) year after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Stockholders who have not theretofore complied with this Article II Section 2.11 shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Per Share Stock Consideration and/or the Per Share Cash Consideration, as applicable. Any portion of the Exchange Fund remaining unclaimed by holders of Shares Stockholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund relating to the Aggregate Merger Consideration that remains undistributed to the holders of Shares Company Stockholders for one year two (2) years after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Company Stockholders who have not theretofore complied with this Article II Section 3.3 shall thereafter look only to Parent for, and Parent shall remain liable for, payment for their portion of their claim for the Aggregate Merger Consideration. Any portion of the Exchange Fund remaining unclaimed by holders of Shares Company Stockholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund relating to the Merger Consideration Shares that remains undistributed to the holders of Shares Company Stockholders for one year two (2) years after the First Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Company Stockholders who have not theretofore complied with this Article II Section 3.4 shall thereafter look only to Parent for, and Parent shall remain liable for, payment for their portion of their claim for the Merger ConsiderationConsideration Shares. Any portion of the Exchange Fund remaining unclaimed by holders of Shares Company Stockholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Shares Participating Securityholders for one (1) year after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Participating Securityholder who have has not theretofore complied with this Article II Section 3.03 shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the such holder’s Per Share Merger Consideration. Any portion of the Exchange Fund Aggregate Merger Consideration remaining unclaimed by holders of Shares Participating Securityholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund relating to the Aggregate Merger Consideration that remains undistributed to the holders of Shares Company Stockholders for one year two (2) years after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Company Stockholders who have not theretofore complied with this Article II Section 3.4 shall thereafter look only to Parent for, and Parent shall remain liable for, payment for their portion of their claim for the Aggregate Merger Consideration. Any portion of the Exchange Fund remaining unclaimed by holders of Shares Company Stockholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Shares the Company Common Stock for one year six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares the Company Common Stock who have not theretofore complied with this Article II III shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Considerationcash to which they are entitled pursuant to Section 3.01(a). Any portion of the Exchange Fund remaining unclaimed by holders of Shares as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority government entity shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Shares Former Holders for one year after the Effective Time shall be delivered to Parent, upon demand, and any such holders of Shares who have not theretofore complied with this Article II Section 2.04 shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their such Former Holder’s claim for the Merger Consideration. Any portion of the Exchange Fund remaining unclaimed by holders of Shares the Former Holders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund relating to the Merger Consideration that remains undistributed to the holders of Shares Company Shareholders for one year after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Company Shareholders who have not theretofore complied with this Article II Section 2.5 shall thereafter look only to Parent for, and Parent shall remain liable for, payment for their portion of their claim for the Merger Consideration. Any portion of the Exchange Fund remaining unclaimed by holders of Shares Company Shareholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Shares Participating Securityholders for one (1) year after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares Participating Securityholder who have has not theretofore complied with this Article II Section 3.02 shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the such holder’s Per Share Merger Consideration. Any portion of the Exchange Fund Aggregate Merger Consideration remaining unclaimed by holders of Shares Participating Securityholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.