Common use of Unclaimed Cash Clause in Contracts

Unclaimed Cash. Any portion of funds held by the Exchange Agent that has not been delivered to any holders of Certificates or Uncertificated Shares pursuant to this Article I within 12 months after the Effective Time shall promptly be paid to Parent, and thereafter each holder of a Certificate or Uncertificated Shares who has not theretofore complied with the exchange procedures set forth in and contemplated by Section 1.9(c) shall look only to Parent (subject to abandoned property, escheat and similar laws) for its claim, only as a general unsecured creditor thereof, to the cash payable to such holder pursuant to Section 1.8(a). Notwithstanding anything to the contrary herein, if any Certificate or Uncertificated Shares have not been surrendered immediately prior to the date on which the merger consideration contemplated by Section 1.8(a) in respect of such Certificate or Uncertificated Shares would otherwise escheat to or become the property of any Governmental Entity, any amounts payable in respect of such Certificate or Uncertificated Shares shall, to the extent permitted by Applicable Legal Requirements, become the property of Parent, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cisco Systems, Inc.), Agreement and Plan of Merger (Splunk Inc)

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Unclaimed Cash. Any portion of funds held by the Exchange Paying Agent that has not been delivered to any holders of Certificates or Uncertificated Shares pursuant to this Article I II within 12 twelve months after the Effective Time shall promptly be paid to Parent, and thereafter each holder of a Certificate or Uncertificated Shares who has not theretofore complied with the exchange procedures set forth in and contemplated by Section 1.9(c2.8(c) shall look only to Parent (subject to abandoned property, escheat and similar laws) for its claim, only as a general unsecured creditor thereof, to the cash payable to such holder pursuant to Section 1.8(a2.7(a). Notwithstanding anything herein to the contrary hereincontrary, if any Certificate or Uncertificated Shares have not been surrendered immediately prior to the date on which the merger consideration cash payment contemplated by Section 1.8(a2.7(a) in respect of such Certificate or Uncertificated Shares would otherwise escheat to to, or become the property of of, any Governmental Entity, any amounts payable in respect of such Certificate or Uncertificated Shares shall, from and after the day preceding such date and to the extent permitted by Applicable Legal RequirementsLaw, become the property of Parent, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (IntraLinks Holdings, Inc.), Agreement and Plan of Merger (Synchronoss Technologies Inc)

Unclaimed Cash. Any portion of funds held by the Exchange Paying Agent that has which have not been delivered to any holders of Certificates or Uncertificated Shares pursuant to this Article I 1 within 12 months one year after the Effective Time shall promptly be paid to Parent, and thereafter each holder of a Certificate or Uncertificated Shares applicable option documentation who has not theretofore complied with the exchange procedures set forth in and contemplated by Section 1.9(c1.10(c) shall look only to Parent the Surviving Corporation (subject to abandoned property, escheat and similar lawsLegal Requirements) for its claim, only as a general unsecured creditor thereof, to the cash payable to such holder pursuant to Section 1.8(a) or Section 1.9(b). Notwithstanding anything to the contrary contained herein, if any Certificate or Uncertificated Shares have has not been surrendered prior to the third anniversary of the Effective Time (or immediately prior to the such earlier date on which the merger consideration contemplated by Section 1.8(a) or 1.9(b) in respect of such Certificate or Uncertificated Shares option documentation would otherwise escheat to or become the property of any Governmental Entity), any amounts payable in respect of such Certificate or Uncertificated Shares shall, to the extent permitted by Applicable applicable Legal Requirements, become the property of Parent, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Insight Corp)

Unclaimed Cash. Any portion of funds held by the Exchange Paying Agent that has not been delivered to any holders of Certificates or Uncertificated Shares pursuant to this Article I II within 12 six months after the Effective Time shall promptly be paid to Parent, and thereafter each holder of a Certificate or Uncertificated Shares who has not theretofore complied with the exchange procedures set forth in and contemplated by Section 1.9(c2.8(c) shall look only to Parent (subject to abandoned property, escheat and similar laws) for its claim, only as a general unsecured creditor thereof, to the cash payable to such holder pursuant to Section 1.8(a2.7(a). Notwithstanding anything herein to the contrary hereincontrary, if any Certificate or Uncertificated Shares have not been surrendered prior to the fifth anniversary of the Effective Time (or immediately prior to the such earlier date on which the merger consideration cash contemplated by Section 1.8(a2.7(a) in respect of such Certificate or Uncertificated Shares would otherwise escheat to to, or become the property of of, any Governmental Entity), any amounts payable in respect of such Certificate or Uncertificated Shares shall, to the extent permitted by Applicable Legal RequirementsLaw, become the property of Parent, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meru Networks Inc)

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Unclaimed Cash. Any portion of funds held by the Exchange Agent that has not been delivered to any holders of Certificates or Uncertificated Shares pursuant to this Article I within 12 twelve months after the Effective Time shall promptly be paid to Parent, and thereafter each holder of a Certificate or Uncertificated Shares who has not theretofore complied with the exchange procedures set forth in and contemplated by Section 1.9(c) shall look only to Parent (subject to abandoned property, escheat and similar laws) for its claim, only as a general unsecured creditor thereof, to the cash payable to such holder pursuant to Section 1.8(a). Notwithstanding anything contained herein to the contrary hereincontrary, if any Certificate or Uncertificated Shares have not been surrendered prior to the fifth anniversary of the Effective Time (or immediately prior to the such earlier date on which the merger consideration contemplated by Section 1.8(a) in respect of such Certificate or Uncertificated Shares would otherwise escheat to or become the property of any Governmental Entity), any amounts payable in respect of such Certificate or Uncertificated Shares shall, to the extent permitted by Applicable Legal Requirements, become the property of Parent, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sourcefire Inc)

Unclaimed Cash. Any portion of funds held by the Exchange Agent that has not been delivered to any holders of Certificates or Uncertificated Shares pursuant to this Article I within 12 months after the Effective Time shall promptly be paid to Parent, and thereafter each holder of a Certificate or Uncertificated Shares who has not theretofore complied with the exchange procedures set forth in and contemplated by Section 1.9(c) shall look only to Parent (subject to abandoned property, escheat and similar laws) for its claim, only as a general unsecured creditor thereof, to the cash payable to such holder pursuant to Section 1.8(a). Notwithstanding anything to the contrary herein, if any Certificate or Uncertificated Shares have not been surrendered prior to the fifth anniversary of the Effective Time (or immediately prior to the such earlier date on which the merger consideration contemplated by Section 1.8(a) in respect of such Certificate or Uncertificated Shares would otherwise escheat to or become the property of any Governmental Entity), any amounts payable in respect of such Certificate or Uncertificated Shares shall, to the extent permitted by Applicable Legal Requirements, become the property of Parent, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

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

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