Termination of Payment Fund. Any portion of the Payment Fund that remains unclaimed by the former holders of Company Common Stock one year after the Effective Time shall be delivered to Parent upon demand. Any such holders who have not complied with this Article II prior to that time shall thereafter look only to Parent, and Parent shall thereafter be liable, for payment of the Per Common Share Amount (subject to abandoned property, escheat and similar Laws). Any such portion of the Payment Fund remaining unclaimed by holders of Shares immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of Parent free and clear of all claims or interest of any Persons previously entitled thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Herbst Gaming Inc), Agreement and Plan of Merger (Sands Regent), Agreement and Plan of Merger (Peregrine Systems Inc)
Termination of Payment Fund. Any portion of the Payment Fund that remains unclaimed by undistributed to the former holders of Company Common Stock one year Shares nine months after the Effective Time shall be delivered to Parent Parent, upon demand. Any such , and any holders of Shares who have not theretofore complied with this Article II prior to that time 3 shall thereafter look only to Parentthe Surviving Corporation for, and Parent the Surviving Corporation shall thereafter be liableremain liable for, for payment of their claim for the Per Common Share Amount (subject to abandoned property, escheat and similar Laws)Merger Consideration. Any such portion of the Payment Fund remaining unclaimed by holders of Shares as of a date that is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity Authority shall, to the extent permitted by applicable Law, become the property of Parent the Surviving Corporation free and clear of all any claims or interest other Encumbrance of any Persons person previously entitled thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Brands Holdings LTD), Agreement and Plan of Merger (Horowitz Seth), Agreement and Plan of Merger (Everlast Worldwide Inc)
Termination of Payment Fund. Any portion of the Payment Fund that remains unclaimed by undistributed to the former holders of Company Common Stock one year Shares nine months after the Effective Time shall be delivered to Parent Parent, upon demand. Any such , and any holders of Shares who have not theretofore complied with this Article II prior to that time III shall thereafter look only to Parentthe Surviving Corporation for, and Parent the Surviving Corporation shall thereafter be liableremain liable for, for payment of their claim for the Per Common Share Amount (subject to abandoned property, escheat and similar Laws)Merger Consideration. Any such portion of the Payment Fund remaining unclaimed by holders of Shares as of a date that is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity Authority shall, to the extent permitted by applicable Law, become the property of Parent the Surviving Corporation free and clear of all any claims or interest other Encumbrance of any Persons person previously entitled thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Everlast Worldwide Inc), Agreement and Plan of Merger (Horowitz Seth)
Termination of Payment Fund. Any Parent is entitled to require the Paying Agent to return to Parent or Parent’s designee any portion of the Payment Fund that remains unclaimed by the former holders of Company Common Stock Certificates or Book-Entry Shares one year after the Effective Time shall be delivered to Parent upon demandTime. Any such holders Thereafter, any holder of Certificates or Book-Entry Shares who have has not complied with this Article article II prior to that time shall thereafter look only to ParentParent or the Surviving Corporation, and Parent which shall thereafter be liable, remain responsible for payment and issuance of the Per Common Share Amount (subject to abandoned property, escheat and similar Laws)applicable Merger Consideration. Any such portion of the Payment Fund amounts remaining unclaimed by such holders of Shares immediately prior to at such time as at which such amounts would otherwise escheat to or become property of any Governmental Entity shallAuthority shall become, to the extent permitted by applicable Law, become the property of Parent or its designee, free and clear of all claims or of interest of any Persons Person previously entitled thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vmware, Inc.), Agreement and Plan of Merger (Carbon Black, Inc.)
Termination of Payment Fund. Any portion of the Payment Fund that remains unclaimed by the former holders of Company Common Stock one year after the Effective Time shall be delivered to Parent upon demand. Any such holders who have not complied with this Article II Section 2 prior to that time shall thereafter look only to Parent, and Parent shall thereafter be liable, for payment of the Per Common Share Amount (subject to abandoned property, escheat and similar Laws). Any such portion of the Payment Fund remaining unclaimed by holders of Shares immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity Body shall, to the extent permitted by applicable Law, become the property of Parent free and clear of all claims or interest of any Persons previously entitled thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intrado Inc), Agreement and Plan of Merger (West Corp)
