Common use of Unclaimed Merger Consideration Clause in Contracts

Unclaimed Merger Consideration. Any portion of the aggregate Merger Consider ation or the proceeds of any investments thereof that remains unclaimed by the shareholders of the Company for six months after the Effective Time shall be repaid by the Exchange Agent to Parent. Any shareholder of the Company who has not theretofore complied with this Section 1.3 shall thereafter be entitled to look only to Parent for payment of the Merger Consideration deliverable in respect of each share of Company Common Stock held by such stockholder without any interest thereon. If outstanding certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Parent (and to the extent not in its possession shall be paid over to Parent), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of Parent, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of Company Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Unclaimed Merger Consideration. Any portion of the aggregate Merger Consider ation or the proceeds of any investments thereof Consideration that remains unclaimed by the shareholders of the Company for Stockholders six (6) months after the Effective Time shall be repaid by the Exchange Agent returned to Parent. Any shareholder of the Buyer, upon demand, and any such Company Stockholder who has not theretofore complied exchanged Certificates or Book-Entry Shares for the applicable portion of Merger Consideration in accordance with this Section 1.3 2.13 prior to that time shall thereafter be entitled to look only to Parent Buyer for payment of the applicable Merger Consideration; provided, that any such portion of the Merger Consideration deliverable in respect of each share of Company Common Stock payable from the Escrow Funds shall be held by such stockholder without any interest thereon. If outstanding certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior and distributed to the date on which such payments would otherwise escheat to or become Persons entitled thereto in accordance with the property terms of any governmental unit or agencythis Agreement and the Escrow Agreement, at the unclaimed items shall, respective times and subject to the extent permitted by abandoned property contingencies specified herein and any other applicable law, become the property of Parent (and to the extent not in its possession shall be paid over to Parent), free and clear of all claims or interest of any person previously entitled to such claimstherein. Notwithstanding the foregoing, none of Parent, the Surviving Corporation, the Exchange Agent or any other person Buyer shall not be liable to any former holder of Company Common Stock Certificates or Book-Entry Shares for any amount delivered amounts paid to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. Any amounts remaining unclaimed by Company Stockholders two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by applicable Law, the property of Buyer free and clear of any claims or interest of any Person previously entitled thereto.

Unclaimed Merger Consideration. Any portion of the aggregate Merger Consider ation Consideration or the proceeds of any investments thereof that remains unclaimed by the shareholders of the Company for six months after the Effective Time shall be repaid by the Exchange Agent to Parent. Any shareholder of the Company who has not theretofore complied with this Section 1.3 shall thereafter be entitled to look only to Parent for payment of the Merger Consideration deliverable in respect of each share of Company Common Stock held by such stockholder shareholder without any interest thereon. If outstanding certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Parent (and to the extent not in its possession shall be paid over to Parent), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of Parent, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of Company Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Unclaimed Merger Consideration. Any portion At any time following the expiration of one (1) year after the aggregate Merger Consider ation Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it or its designee any funds (including any interest with respect thereto) which had been made available to the proceeds of any investments thereof that remains unclaimed by the shareholders Paying Agent and which have not been disbursed to holders of the Company for six months after the Effective Time Shares. Thereafter, such holders shall be repaid by the Exchange Agent to Parent. Any shareholder of the Company who has not theretofore complied with this Section 1.3 shall thereafter be entitled to look only to Parent the Surviving Corporation (subject to applicable abandoned property, escheat or similar Laws) and only as general creditors thereof for payment of their claim for the Per Share Merger Consideration deliverable in respect of each share of Company Common Stock held by such stockholder Consideration, without any interest thereon. If outstanding certificates for shares None of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Parent (and to the extent not in its possession shall be paid over to Parent), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of ParentCompany, the Surviving Corporation, Parent, any Affiliate of the Exchange Agent foregoing or any other person Person shall be liable to any former holder of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. If any Certificates shall not have been properly surrendered immediately prior to the date on which the aggregate amount of the Per Share Merger Consideration payment with respect thereof would otherwise escheat to or become the property of any Governmental Authority, any such payment with respect to such Certificate shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto or any other holder of the Company Shares.

Unclaimed Merger Consideration. Any portion of the aggregate Merger Consider ation Public Buy-Out Amount or the proceeds of any investments thereof that remains unclaimed by the shareholders stockholders of the Company for six (6) months after the Effective Time shall be repaid by the Exchange Paying Agent to Parent. Any shareholder of the Company who has not theretofore complied with this Section 1.3 2.03 shall thereafter be entitled to look only to Parent for payment of the Merger Consideration deliverable in respect of each share of Company Common Stock held by such stockholder without any interest thereon. If outstanding certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Parent (and to the extent not in its possession shall be paid over to Parent), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of Parent, the Surviving Corporation, the Exchange Paying Agent or any other person shall be liable to any former holder of Company Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Unclaimed Merger Consideration. Any portion of the aggregate Merger Consider ation Consideration or the proceeds of any investments thereof that remains unclaimed by the shareholders of the Company for six months after the Effective Time shall be repaid by the Exchange Agent to Parent. Any shareholder of the Company who has not theretofore complied with this Section 1.3 shall thereafter be entitled to look only to Parent for payment of the Merger Consideration deliverable in respect of each share of Company Common Stock held by such stockholder without any interest thereon. If outstanding certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Parent (and to the extent not in its possession shall be paid over to Parent), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of Parent, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of Company Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.