Common use of Termination of Payment Fund Clause in Contracts

Termination of Payment Fund. Any portion of the Payment Fund which remains unclaimed for six (6) months after the Effective Time shall be delivered to the Surviving Corporation, and any holders of shares of Company Stock prior to the Effective Time who have not theretofore complied with this Article 2 shall thereafter look only to the Surviving Corporation for, and the Surviving Corporation shall remain liable for, payment of the Per Share Merger Consideration (subject to abandoned property, escheat or similar Laws).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Magicjack Vocaltec LTD), Agreement and Plan of Merger (B. Riley Financial, Inc.)

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Termination of Payment Fund. Any portion of the Payment Fund which remains unclaimed for six (6) months after the Effective Time shall be delivered to the Surviving Corporation, and any holders of shares of Company Stock Shares prior to the Effective Time who have not theretofore complied with this Article 2 II shall thereafter look only to the Surviving Corporation for, and the Surviving Corporation shall remain liable for, only as general creditors thereof for payment of the Per Share Merger Consideration (subject to abandoned property, escheat or similar Laws).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Remy International, Inc.), Agreement and Plan of Merger (Borgwarner Inc)

Termination of Payment Fund. Any portion of the Payment Fund funds held by the Paying Agent pursuant to this Section 2.2 which remains unclaimed remain undistributed to the holders of Company Common Stock for six (6) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article 2 II shall thereafter look only to the Surviving Corporation for, and the Surviving Corporation shall remain liable for, payment of the Per Share Merger Consideration (subject to abandoned property, escheat or other similar Laws)laws) for payment of the Merger Consideration to which they are entitled.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (Lin Television Corp)

Termination of Payment Fund. Any portion of the Payment Fund which (including, without limitation, the proceeds of any investments thereof) that remains unclaimed undistributed to the Public Stockholders for six (6) months after following the Effective Time shall be delivered by the Paying Agent to the Surviving Corporation, and any holders of shares of Company Stock prior to the Effective Time . Any Public Stockholders who have not theretofore complied with this Article 2 II shall thereafter look only to the Surviving Corporation for, and the Surviving Corporation shall remain liable for, for payment of the Per Share Merger Consideration (subject to abandoned property, escheat or similar Laws)Consideration.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cablevision Systems Corp /Ny), Agreement and Plan of Merger (Cablevision Systems Corp /Ny)

Termination of Payment Fund. Any portion of the Payment Fund which remains unclaimed for six nine (69) months after the Effective Time shall be delivered to the Surviving Corporation, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article 2 shall thereafter look only to the Surviving Corporation for, and the Surviving Corporation shall remain liable for, payment of the Per Share Merger Consideration (subject to abandoned property, escheat escheat, or similar Laws).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ixia)

Termination of Payment Fund. Any portion of the Payment Fund which (including the proceeds of any investments thereof) that remains unclaimed undistributed to the Public Stockholders for six (6) months after following the Effective Time shall be delivered by the Paying Agent to the Surviving Corporation, and any holders of shares of Company Stock prior to the Effective Time . Any Public Stockholders who have not theretofore complied with this Article 2 II shall thereafter look only to the Surviving Corporation for, and the Surviving Corporation shall remain liable for, for payment of the Per Share Merger Consideration (subject to abandoned property, escheat or similar Laws)Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mediacom Communications Corp)

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Termination of Payment Fund. Any portion of the Payment Fund which that remains unclaimed undistributed to the holders of the Shares or Warrants for six (6) 6 months after the Effective Time shall be delivered to the Surviving Corporation, and any Corporation on demand. Any holders of shares of Company Stock Shares or Warrants prior to the Effective Time Merger who have not theretofore complied exchanged all of their Shares or Warrants, as applicable, in accordance with this Article 2 Articles II and III prior to that time shall thereafter look only to the Surviving Corporation for, and the Surviving Corporation shall remain liable for, payment only as general creditors thereof with respect to any portion of the Per Share Merger Consideration (subject to abandoned propertypayable in respect thereof, escheat or similar Laws)without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sun Healthcare Group Inc)

Termination of Payment Fund. Any portion of the Payment Fund which remains unclaimed for six nine (69) months after the Effective Time shall be delivered to the Surviving Corporation, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article ‎Article 2 shall thereafter look only to the Surviving Corporation for, and the Surviving Corporation shall remain liable for, payment of the Per Share Merger Consideration (subject to abandoned property, escheat escheat, or similar Laws).

Appears in 1 contract

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

Termination of Payment Fund. Any portion of the Payment Fund which that remains unclaimed for undistributed to the Stockholders six (6) months after the Effective Time shall will be delivered to the Surviving Corporation, upon demand, and any holders of shares of Company Stock prior to the Effective Time Stockholder who have has not theretofore previously complied with this Article 2 shall Section 3 will thereafter look only to the Surviving Corporation for, and the Surviving Corporation shall remain liable for, for payment of its claim for the Per Share Merger Consideration (subject to abandoned propertyConsideration, escheat or similar Laws)without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quest Diagnostics Inc)

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