Common use of Unclaimed Cash Clause in Contracts

Unclaimed Cash. Any portion of funds held by the Paying Agent that have not been delivered to any holders of Certificates pursuant to this Article I within twelve (12) months after the Effective Time shall promptly be paid to Acquirer, and thereafter each holder of a Certificate who has not theretofore complied with the exchange procedures set forth in and contemplated by Section 1.10(c) shall look only to the Acquirer (subject to abandoned property, escheat and similar laws) for its claim, only as a general unsecured creditor thereof, to the cash payable pursuant to Section 1.9(a). Notwithstanding anything to the contrary contained herein, if any Certificate has not been surrendered prior to the date on which the merger consideration contemplated by Section 1.9 in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity, any amounts payable in respect of such Certificate shall, to the extent permitted by applicable law, become the property of Acquirer, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

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

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Unclaimed Cash. Any portion of funds held by the Paying Exchange Agent that which have not been delivered to any holders of Certificates pursuant to this Article I 7 within twelve (12) six months after the Effective Time shall promptly be paid to Acquirer, and thereafter each holder of a Certificate who has not theretofore complied with the exchange procedures set forth in and contemplated by Section 1.10(c7.2(c) shall look only to the Acquirer (subject to abandoned property, escheat and similar laws) for its claim, only as a general unsecured creditor thereof, to the cash payable pursuant to Section 1.9(a). 2.2(b) Notwithstanding anything to the contrary contained herein, if any Certificate has not been surrendered prior to the date on which the merger consideration contemplated by Section 1.9 2.2 in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity, any amounts payable in respect of such Certificate shall, to the extent permitted by applicable law, become the property of Acquirer, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Interwoven Inc)

Unclaimed Cash. Any portion of funds held by the Paying Agent that which have not been delivered to any holders of Certificates pursuant to this Article I within twelve (12) six months after the Effective Time shall promptly be paid to AcquirerParent, and thereafter each holder of a Certificate who has not theretofore complied with the exchange procedures set forth in and contemplated by Section 1.10(c) shall look only to the Acquirer 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 1.9(a1.8(a)(i). Notwithstanding anything to the contrary contained herein, if any Certificate has not been surrendered prior to the date on which the merger consideration contemplated by Section 1.9 1.8(a)(i) in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity, any amounts payable in respect of such Certificate shall, to the extent permitted by applicable lawLegal Requirements, become the property of AcquirerParent, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Virage Logic Corp)

Unclaimed Cash. Any portion of funds held by the Paying Agent that which have not been delivered to any holders of Certificates pursuant to this Article I within twelve (12) months after the Effective Time shall promptly be paid to AcquirerParent, and thereafter each holder of a Certificate who has not theretofore complied with the exchange procedures set forth in and contemplated by Section 1.10(c) shall look only to the Acquirer Parent (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 1.9(a1.8(a). Notwithstanding anything to the contrary contained herein, if any Certificate has not been surrendered prior to the date on which the merger consideration contemplated by Section 1.9 1.8(a) in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity, any amounts payable in respect of such Certificate shall, to the extent permitted by applicable lawLegal Requirements, become the property of AcquirerParent, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Synplicity Inc)

Unclaimed Cash. Any portion of funds held by the Paying Exchange Agent that which have not been delivered to any holders of Certificates pursuant to this Article I within twelve (12) six months after the Effective Time shall promptly be paid to Acquirer, and thereafter each holder of a Certificate who has not theretofore complied with the exchange procedures set forth in and contemplated by Section 1.10(c1.11 (c) shall look only to the Acquirer Surviving Corporation (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 1.9(a)) or Section 1.10, as applicable. Notwithstanding anything to the contrary contained herein, if any Certificate has not been surrendered prior to the fifth anniversary of the Effective Time (or immediately prior to such earlier date on which the merger consideration contemplated by Section 1.9 1.9(a) or Section 1.10, as applicable, in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity), any amounts payable in respect of such Certificate shall, to the extent permitted by applicable lawLegal Requirements, become the property of Acquirer, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netsolve Inc)

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Unclaimed Cash. Any portion of funds held by the Paying Exchange Agent that which have not been delivered to any holders of Certificates pursuant to this Article I within twelve (12) three months after the Effective Time shall promptly be paid to AcquirerAcquiror, and thereafter each holder of a Certificate who has not theretofore complied with the exchange procedures set forth in and contemplated by Section 1.10(c1.9(c) shall look only to the Acquirer Surviving Corporation (subject to abandoned property, escheat and similar laws) for its claim, only as a general unsecured creditor thereof, to the cash payable pursuant to Section 1.9(a1.8(a). Notwithstanding anything to the contrary contained herein, if any Certificate has not been surrendered prior to the earlier of the third anniversary of the Effective Time or such date on which the merger consideration Merger Consideration contemplated by Section 1.9 1.8 in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity, any amounts payable in respect of such Certificate shall, to the extent permitted by applicable law, become the property of AcquirerAcquiror, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cray Inc)

Unclaimed Cash. Any portion of funds held by the Paying Agent that which have not been delivered to any holders of Company Stock Certificates pursuant to this Article I Section 1.7 within twelve three (123) months after the Effective Time shall promptly be paid to AcquirerParent, and thereafter each holder of a Company Stock Certificate who has not theretofore complied with the exchange procedures set forth in and contemplated by this Section 1.10(c) 1.7 shall look only to the Acquirer Surviving Corporation (subject to abandoned property, escheat and similar laws) for its claim, only as a general unsecured creditor thereof, to the cash payable pursuant to this Section 1.9(a)1.7. Notwithstanding anything to the contrary contained herein, if any Company Stock Certificate has not been surrendered prior to the date on which the merger consideration contemplated by Section 1.9 1.6(b) in respect of such Company Stock Certificate would otherwise escheat to or become the property of any Governmental Entitygovernmental body, any amounts payable in respect of such Company Stock Certificate shall, to the extent permitted by applicable law, become the property of AcquirerParent, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Audience Inc)

Unclaimed Cash. Any portion of funds held by the Paying Exchange Agent that have which has not been delivered to any holders of Certificates pursuant to this Article I within twelve (12) six months after the Effective Time shall promptly be paid to AcquirerAcquiror, and thereafter each holder of a Certificate who has not theretofore complied with the exchange procedures set forth in and contemplated by Section 1.10(c) shall look only to the Acquirer Surviving Corporation (subject to abandoned property, escheat and similar laws) for its claim, only as a general unsecured creditor thereof, to the cash payable pursuant to Section 1.9(a). Notwithstanding anything to the contrary contained herein, if any Certificate has not been surrendered prior to the date on which the merger consideration contemplated by Section 1.9 in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity, any amounts payable in respect of such Certificate shall, to the extent permitted by applicable law, become the property of AcquirerAcquiror, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amdocs LTD)

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