Common use of Unclaimed Cash Clause in Contracts

Unclaimed Cash. Any portion of funds held by the Exchange Agent which have not been delivered to any holders of Certificates pursuant to this Article I within six months after the Effective Time shall promptly be paid to Acquiror, 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 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). 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(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 law, become the property of Acquiror, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

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

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Unclaimed Cash. Any portion of funds cash held by the Exchange Agent which have has not been delivered to any holders of Certificates pursuant to this Article I 1 within six twelve (12) months after the Effective Time shall promptly be paid returned to AcquirorAcquirer, and thereafter each holder of a Certificate who has not theretofore complied with the exchange procedures set forth in and contemplated by this Section 1.10(c) 1.9 shall look only to the Surviving Corporation (subject to abandoned property, escheat and similar laws) for its claim, only as a general unsecured creditor thereof, to the cash for consideration 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 fifth earlier of the third anniversary of the Effective Time (or immediately prior to such earlier date on which the merger consideration Total Initial Merger Consideration contemplated by Section 1.9(a) 1.8 in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity), any amounts cash payable in respect of such Certificate shall, to the extent permitted by applicable law, become the property of AcquirorAcquirer, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Keynote Systems Inc)

Unclaimed Cash. Any portion of funds (including any interest earned thereon) held by the Exchange Agent which have not been delivered to any holders of Certificates pursuant to this Article I within six months after the Effective Time shall promptly be paid returned to AcquirorAcquirer, 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) 1.9 shall look only to the Surviving Corporation Acquirer (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). Notwithstanding anything to the contrary contained herein, if any Certificate has not been surrendered prior to the fifth earlier of the third anniversary of the Effective Time (or immediately prior to such earlier date on which the merger consideration Total Merger Consideration contemplated by Section 1.9(a) 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 AcquirorAcquirer, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Samples: Merger Agreement (ShoreTel Inc)

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Unclaimed Cash. Any portion of funds held by the Exchange Agent which have not been delivered to any holders of Certificates pursuant to this Article I within six months after the Effective Time shall promptly be paid to AcquirorParent, 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 Surviving Corporation 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). 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 payable pursuant to Section 1.9(a1.8(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 AcquirorParent, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Scientific Atlanta Inc)

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