Common use of Termination of Fund Clause in Contracts

Termination of Fund. At any time following the first anniversary of the Effective Time, the Surviving Corporation shall be entitled to require the Exchange Agent to deliver to it any funds or other property (including any interest received with respect thereto) that had been made available to the Exchange Agent and which have not been disbursed in accordance with this Article II, and thereafter persons entitled to receive payment pursuant to this Article II shall be entitled to look only to Parent or the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the payment of any Merger Consideration, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e), and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), that may be payable upon surrender of any Company Common Stock held by such holders, as determined pursuant to this Agreement, in each case without any interest thereon and subject to any applicable withholding Taxes. Any amounts remaining unclaimed by such holders immediately prior to such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Fund. At any time following the first (1st) anniversary of the Effective TimeClosing Date, the Surviving Corporation shall be entitled to require the Exchange Agent to deliver to it any funds or other property (including any interest received with respect thereto) that had been made available to the Exchange Agent and which have not been disbursed in accordance with this Article II, and thereafter persons Persons entitled to receive payment pursuant to this Article II shall be entitled to look only to Parent or the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the payment of any Merger Consideration, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.3(e), and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.3(c), that may be payable upon surrender of any Company Common Stock held by such holders, as determined pursuant to this Agreement, in each case without any interest thereon and subject to any applicable withholding Taxes. Any amounts remaining unclaimed by such holders immediately prior to such time at which such amounts would otherwise escheat to or become property of any Governmental Entity Authority shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation, free and clear of all claims or interest of any person Person previously entitled thereto.

Termination of Fund. At any time immediately following the first (1st) anniversary of the Effective TimeClosing Date, the Surviving Corporation shall be entitled to require the Exchange Agent to to, upon demand, deliver to it any funds or other property (including any all interest received and the other proceeds of any investments with respect thereto) that had been made available to the Exchange Agent and which have not been disbursed in accordance with this Article IIIII, and thereafter persons Persons entitled to receive payment pursuant to this Article II III shall be entitled to look only to Parent or the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the payment of any Merger Consideration, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e), and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), Consideration that may be payable upon surrender of any Company Common Stock held by such holders, as determined pursuant to this Agreement, in each case without any interest thereon and subject to any applicable withholding Taxes, upon due surrender of their Certificates or Book-Entry Shares, in each case, subject to applicable abandoned property, escheat or other similar Laws. Any amounts remaining unclaimed by such holders immediately prior to at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity Authority shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation, free and clear of all claims or interest of any person Person previously entitled thereto. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 3.5 in respect of any Dissenting Shares shall be returned to Parent, upon demand.