Common use of Termination of Exchange Fund; No Liability Clause in Contracts

Termination of Exchange Fund; No Liability. At any time following twelve (12) months after the Effective Time, the Surviving Company will be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of Certificates and Book-Entry Shares, and thereafter such holders will be entitled to look only to the Surviving Company (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, without any interest thereon. Nonetheless, none of Parent, the Surviving Company nor the Paying Agent will be liable to any holder of a Certificate or Book-Entry Share for Merger Consideration delivered to a public official in accordance with any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority will become, to the extent permitted by applicable Law, the property of the Surviving Company or its designee, free and clear of all claims or interest of any Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following twelve six (126) months after the Effective Time, the Surviving Company will Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of Certificates and Book-Entry Shares, and thereafter such holders will shall be entitled to look only to the Surviving Company Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, without any interest thereon. NonethelessNotwithstanding the foregoing, none of Parent, the Surviving Company Corporation nor the Paying Agent will shall be liable to any holder of a Certificate or Book-Entry Share for Merger Consideration delivered to a public official in accordance with pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by If Certificates or Book-Entry Shares are not surrendered prior to the time such holders at such time at which such amounts Certificates or Book-Entry shares would otherwise escheat to to, or become property of Property of, any Governmental Authority will becomeEntity, unclaimed Merger Consideration payable with respect to such Shares shall, to the extent permitted by applicable Law, become the property of the Surviving Company or its designeeCorporation, free and clear of all claims or interest of any Person person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following twelve (12) 12 months after the Effective Time, the Surviving Company Corporation will be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of Certificates and Book-Entry Shares, and thereafter such holders will be entitled to look only to the Surviving Company Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, without any interest thereon. Nonetheless, none of Parent, the Surviving Company Corporation nor the Paying Agent will be liable to any holder of a Certificate or Book-Entry Share for Merger Consideration delivered to a public official in accordance with any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority will become, to the extent permitted by applicable Law, the property of the Surviving Company Corporation or its designee, free and clear of all claims or interest of any Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following twelve six (126) months after the Effective Time, the Surviving Company will Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of Certificates and Book-Entry SharesCertificates, and thereafter such holders will shall be entitled to look only to the Surviving Company Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry SharesCertificates, without any interest thereon. NonethelessNotwithstanding the foregoing, none of Parent, the Surviving Company Corporation nor the Paying Agent will shall be liable to any holder of a Certificate or Book-Entry Share for Merger Consideration delivered to a public official in accordance with pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining If Certificates are not surrendered prior to two (2) years after the Effective Time, unclaimed by Merger Consideration payable with respect to such holders at such time at which such amounts would otherwise escheat to or become property shares of any Governmental Authority will becomeCompany Capital Stock shall, to the extent permitted by applicable Law, become the property of the Surviving Company or its designeeCorporation, free and clear of all claims or interest of any Person person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following twelve one (121) months year after the Effective Time, the Surviving Company will Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of Certificates and or Book-Entry Shares, and thereafter such holders will shall be entitled to look only to the Surviving Company Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, without any interest thereon. NonethelessNotwithstanding the foregoing, none of Parent, the Surviving Company Corporation nor the Paying Agent will shall be liable to any holder of a Certificate or Book-Entry Share for Merger Consideration delivered to a public official pursuant to and in accordance compliance with any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by such holders at If Certificates and Book-Entry Shares are not surrendered prior to such time at which as such amounts would otherwise escheat to or become property of any Governmental Authority will becomeAuthority, unclaimed Merger Consideration payable with respect to such shares of Company Common Stock shall, to the extent permitted by applicable Law, become the property of the Surviving Company or its designeeCorporation, free and clear of all claims or interest of any Person person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following twelve nine (129) months after the Company Merger Effective Time, the Surviving Company will Entity shall be entitled to require the Paying Exchange Agent to deliver to it any funds (including any interest received with respect thereto) made available to remaining in the Paying Agent and Exchange Fund that have not disbursed (been disbursed, or for which disbursement is pending subject only to the Paying Exchange Agent’s routine administrative procedures) , to holders of Certificates and Book-Entry SharesCertificates, and thereafter such holders will shall be entitled to look only to the Surviving Company Entity and Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.14, and any dividends or other distributions on Parent Common Shares in accordance with Section 2.9(f), or Preferred Merger Consideration, as applicable, payable upon due surrender of their Certificates or Book-Entry Sharesand compliance with the procedures in Section 2.9(b), without any interest thereon. NonethelessNotwithstanding the foregoing, none of Parent, the Surviving Company nor Entity, Parent or the Paying Exchange Agent will or any of their respective Affiliates shall be liable to any holder of a Certificate or Book-Entry Share for any Merger Consideration, Preferred Merger Consideration or other amounts delivered to a public official in accordance with pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority will become, to the extent permitted by applicable Law, the property of the Surviving Company or its designee, free and clear of all claims or interest of any Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following twelve six (126) months after the Effective Time, the Surviving Company will Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of Certificates and Book-Entry SharesCertificates, and thereafter such holders will shall be entitled to look only to the Surviving Company Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry SharesCertificates, without any interest thereon. NonethelessNotwithstanding the foregoing, none of Parent, the Surviving Company Corporation nor the Paying Agent will shall be liable to any holder of a Certificate or Book-Entry Share for Merger Consideration delivered to a public official in accordance with pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining If Certificates are not surrendered prior to two (2) years after the Effective Time, unclaimed by Merger Consideration payable with respect to such holders at such time at which such amounts would otherwise escheat to or become property shares of any Governmental Authority will becomeCompany Common Stock shall, to the extent permitted by applicable Law, become the property of the Surviving Company or its designeeCorporation, free and clear of all claims or interest of any Person person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following twelve (12) months after the Effective Time, the Surviving Company Corporation will be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of Certificates and Book-Entry Shares, and thereafter such holders will be entitled to look only to the Surviving Company Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, without any interest thereon. Nonetheless, none of Parent, the Surviving Company Corporation nor the Paying Agent will be liable to any holder of a Certificate or Book-Entry Share for Merger Consideration delivered to a public official in accordance with any applicable abandoned property, escheat or similar Law. Any amounts remaining If Certificates or Book-Entry Shares are not surrendered prior to two (2) years after the Effective Time, unclaimed by Merger Consideration payable with respect to such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority will becomeShares will, to the extent permitted by applicable Law, become the property of the Surviving Company or its designeeCorporation, free and clear of all claims or interest of any Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following twelve six (126) months after the Effective Time, the Surviving Company Corporation will be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of Certificates and Book-Entry Shares, and thereafter such holders will be entitled to look only to the Surviving Company Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares, without any interest thereon. Nonetheless, none of Parent, the Surviving Company Corporation nor the Paying Agent will be liable to any holder of a Certificate or Book-Entry Share for Merger Consideration delivered to a public official in accordance with any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority will shall become, to the extent permitted by applicable Law, the property of the Surviving Company Corporation or its designee, free and clear of all claims or interest of any Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following twelve (12) months after the Effective Time, the Surviving Company will Parent shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to remaining in the Paying Agent and Exchange Fund that have not disbursed (been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) , to holders of Certificates and Book-Entry or BookEntry Shares, and thereafter such holders will shall be entitled to look only to the Surviving Company Corporation and Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Merger Consideration payable upon due surrender of their Certificates or Book-Entry SharesBookEntry Shares and in compliance with the procedures in Section 3.2(b), without any interest thereon. NonethelessNotwithstanding the foregoing, none of Parent, the Surviving Company nor Corporation, Parent or the Paying Agent will shall be liable to any holder of a Certificate or Book-Entry BookEntry Share for any Merger Consideration or other amounts delivered to a public official in accordance with pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become the property of any Governmental Authority will Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Company Corporation or its designee, free and clear of all claims or interest of any Person person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following twelve (12) months after the Effective Time, the Surviving Company will Parent shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to remaining in the Paying Agent and Exchange Fund that have not disbursed (been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) , to holders of Certificates and or Book-Entry Shares, and thereafter such holders will shall be entitled to look only to the Surviving Company Corporation and Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Merger Consideration payable upon due surrender of their Certificates or Book-Entry SharesShares and in compliance with the procedures in Section 3.2(b), without any interest thereon. NonethelessNotwithstanding the foregoing, none of Parent, the Surviving Company nor Corporation, Parent or the Paying Agent will shall be liable to any holder of a Certificate or Book-Entry Share for any Merger Consideration or other amounts delivered to a public official in accordance with pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become the property of any Governmental Authority will Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Company Corporation or its designee, free and clear of all claims or interest of any Person person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following twelve (12) months after the Effective Time, the Surviving Company Corporation will be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of Certificates and Book-Entry Shares, and thereafter such holders will be entitled to look only to the Surviving Company Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration Closing Amount payable upon due surrender of their Certificates or Book-Entry Shares, without any interest thereon. Nonetheless, none of Parent, the Surviving Company Corporation nor the Paying Agent will be liable to any holder of a Certificate or Book-Entry Share for Merger Consideration Closing Amount delivered to a public official in accordance with any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority will become, to the extent permitted by applicable Law, the property of the Surviving Company Corporation or its designee, free and clear of all claims or interest of any Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following twelve (12) months after the Effective Time, the Surviving Company will Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to remaining in the Paying Agent and Exchange Fund that have not disbursed (been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) , to holders of Certificates and or Book-Entry Shares, and thereafter such holders will shall be entitled to look only to the Surviving Company Corporation and Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with 31344360_15 respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry SharesShares and compliance with the procedures in Section 2.2(b), without any interest thereon. NonethelessNotwithstanding the foregoing, none of Parent, the Surviving Company nor Corporation, Parent or the Paying Agent will shall be liable to any holder of a Certificate or Book-Entry Share for Merger Consideration properly delivered to a public official in accordance with pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority will shall become, to the extent permitted by applicable Law, the property of the Surviving Company Parent or its designee, free and clear of all claims or interest of any Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following twelve six (126) months after the Effective Time, the Surviving Company will Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to remaining in the Paying Agent and Exchange Fund that have not disbursed (been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) , to holders of Certificates and or Book-Entry Shares, and thereafter such holders will shall be entitled to look only to the Surviving Company Corporation and Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Merger Consideration payable upon due surrender of their Certificates or Book-Entry SharesShares and compliance with the procedures in Section 2.2(b), without any interest thereon. NonethelessNotwithstanding the foregoing, none of Parent, the Surviving Company nor Corporation, Parent or the Paying Agent will shall be liable to any holder of a Certificate or Book-Entry Share for any Merger Consideration delivered to a public official in accordance with pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed To the fullest extent permitted by such holders at such time at which such amounts Law, immediately prior to the date any Merger Consideration would otherwise escheat to or become the property of any Governmental Authority will becomeEntity, to the extent permitted by applicable Law, such Merger Consideration shall become the property of the Surviving Company or its designeeCorporation, free and clear of all claims or interest of any Person previously entitled thereto.