Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to the holders of Certificates and Book Entry Shares for twelve months after the Effective Time shall be delivered by the Paying Agent to the Parent, upon demand, and any holder of a Certificate or Book Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent for payment of the Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sonus Networks Inc), Agreement and Plan of Merger (Performance Technologies Inc \De\), Agreement and Plan of Merger (Network Equipment Technologies Inc)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve months one year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to Parent and/or the Parent Surviving Corporation, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Feldenkreis George), Agreement and Plan of Merger (Perry Ellis International, Inc), Agreement and Plan of Merger (Emdeon Inc.)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Old Certificates and Book or Book-Entry Shares for twelve months one year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Old Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent for payment of the Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Itc Deltacom Inc), Agreement and Plan of Merger (Earthlink Inc)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve months one year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to Parent and/or the Parent Surviving Corporation, which shall remain responsible for payment and issuance of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dover Motorsports Inc), Agreement and Plan of Merger (Papa Murphy's Holdings, Inc.)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve six months after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent Parent, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded subject to general unsecured creditors of the Parent under any applicable lawabandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Annie's, Inc.), Agreement and Plan of Merger
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve months one year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II III shall thereafter look only to Parent and/or the Parent Surviving Corporation, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LD Commodities Sugar Holdings LLC), Agreement and Plan of Merger (Imperial Sugar Co /New/)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve six (6) months after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent Parent, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded subject to general unsecured creditors of the Parent under any applicable lawabandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Boulder Brands, Inc.)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to the holders of Certificates and Book Entry Shares for twelve six months after the Effective Time shall be delivered by the Paying Agent to the Parent, upon demand, and any holder of a Certificate or Book Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent for payment of the Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caliper Life Sciences Inc), Agreement and Plan of Merger (Perkinelmer Inc)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to the holders of the Company Certificates and Book or Book-Entry Shares for twelve 12 months after the Effective Time shall will be delivered by the Paying Agent to the Parent, upon demand, and any holder holders of a Certificate Company Certificates or Book Book-Entry Shares who has have not theretofore complied with this Article II shall may thereafter look only to the Parent for payment of the their claim for Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Coal Group, Inc.), Agreement and Plan of Merger (Arch Coal Inc)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to the holders of Certificates and Book Entry Shares for twelve months one year after the Effective Time shall be delivered by the Paying Agent to the Parent, upon demand, and any holder of a Certificate or Book Entry Shares who has not theretofore complied with this Article II III shall thereafter look only to the Parent or the Surviving Corporation for payment of the Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hittite Microwave Corp)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to the holders of Certificates and Book Entry Shares for twelve (12) months after the Effective Time shall be delivered by the Paying Agent to the Parent, upon demand, and any holder holders of a Certificate Certificates or Book Book-Entry Shares who has have not theretofore complied with this Article II 1 shall thereafter look only be entitled to the receive from Parent (subject to abandoned property, escheat or similar Laws, as general creditors thereof) for payment of the their claim for Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ply Gem Holdings Inc)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve months one (1) year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent for for, and Parent shall remain liable for, payment of the applicable Merger ConsiderationConsideration pursuant to the terms of this Article II, but shall have no greater rights against the Parent than may be accorded subject to general unsecured creditors of the Parent under any applicable lawabandoned property, escheat or similar Law.
Appears in 1 contract
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve six (6) months after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II III shall thereafter look only to Parent and/or the Parent Surviving Corporation, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may Consideration until such time as such funds are required to be accorded transferred to general unsecured creditors of the Parent a public official under applicable lawabandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Frozen Food Express Industries Inc)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve months one (1) year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied theretoforecomplied with this Article II shall thereafter look only to the Parent for for, and Parent shall remain liable for, payment of the applicable Merger ConsiderationConsideration pursuant to the terms of this Article II, but shall have no greater rights against the Parent than may be accorded subject to general unsecured creditors of the Parent under any applicable lawabandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Old Certificates and Book or Book-Entry Shares for twelve months one year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter and subject to the provisions of Section 2.2(g), and any holder of a Certificate Old Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent for for, and Parent shall remain liable for, payment of the Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 1 contract
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve months one year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent Parent, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Warner Music Group Corp.)
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve six months after the Effective Time shall be delivered by the Paying Agent to the Parent. Thereafter, upon demand, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to Parent and/or the Parent Surviving Corporation, which shall remain responsible for payment and issuance of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 1 contract
Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve six months after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to Parent and/or the Parent Surviving Corporation, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 1 contract
Termination of Payment Fund. Any portion of the Payment Fund (and any interest thereon) that remains undistributed to unclaimed by the holders of Certificates and Book or Book-Entry Shares for twelve months one (1) year after the Effective Time shall be delivered by the Paying Agent to the Parent, Parent upon demand. Thereafter, and any holder of a Certificate Certificates or Book Book-Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent Parent, which shall remain responsible for payment of the applicable Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.
Appears in 1 contract
