Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Jameson Inns Inc), Agreement and Plan of Merger (Digitalnet Holdings Inc), Agreement and Plan of Merger (Tripoint Global Communications Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest received with respect thereto) that remains undistributed to the holders of Company Common Stock Shares for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock Shares (other than Excluded Shares) who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger ConsiderationConsideration to which such holder is entitled pursuant to this Article II.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Ares Management LLC), Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Cincinnati Bell Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock the Certificates or Book-Entry Shares for six months one (1) year after the Effective Time shall be delivered to Parent, Parent or its designee upon demand, and any holder of Company Common Stock such holders prior to the Merger who has have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of its claim their claims for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d).
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Exact Sciences Corp), Agreement and Plan of Merger (Genomic Health Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent and the Surviving Corporation for payment of its claim for Merger ConsiderationConsideration and any applicable dividends or distributions with respect to any Parent Common Stock constituting Merger Consideration as provided in Section 2.02(c).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Agreement and Plan of Merger (Boyd Gaming Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months 180 days after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of the Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to Parent for payment the shares of its claim for Merger ConsiderationParent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which they are entitled pursuant to Section 2.02(e) and any dividends or other distributions with respect to the Parent Common Stock to which they are entitled pursuant to Section 2.02(c).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Medical Manager Corp/New/), Agreement and Plan of Merger (Medical Manager Corp/New/), Agreement and Plan of Merger (Healtheon Webmd Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund and Common Shares Trust that remains undistributed to the holders stockholders of the Company Common Stock for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder former stockholders of the Company Common Stock who has that have not theretofore complied with this Article II 2 shall thereafter look only to Parent for payment of its their claim for Merger ConsiderationParent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ticketmaster), Agreement and Plan of Merger (Hotels Com), Agreement and Plan of Merger (Usa Interactive)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent and/or the Surviving Corporation for payment of its claim for Merger Consideration.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Whirlpool Corp /De/), Agreement and Plan of Merger (Whirlpool Corp /De/), Agreement and Plan of Merger (Whirlpool Corp /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months two (2) years after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for the Merger ConsiderationConsideration to which they are entitled.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Daou Systems Inc), Agreement and Plan of Merger (Daou Systems Inc), Agreement and Plan of Merger (Daou Systems Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to unclaimed by the former holders of shares of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder former holders of shares of Company Common Stock who has have not theretofore complied with this Article II IV shall thereafter look only to Parent for any cash payment of its claim for Merger Considerationto which they are entitled.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Elite Information Group Inc), Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Tracor Inc /De)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Capital Stock for six months and Warrants as of the earlier to occur of (i) one (1) month after the Final Settlement Date and (ii) one (1) year after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of Company Common Capital Stock and Warrants who has have not theretofore complied with this Article II III shall thereafter look only to Parent for payment of its claim for the Merger ConsiderationConsideration or Warrant Payments.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months one hundred eighty (180) days after the Effective Time shall be delivered to Parent, upon demand, and any former holder of Company Common Stock who has not theretofore previously complied with this Article II Section 4.2 shall thereafter look be entitled to receive only to from Parent for payment of its claim for Merger Consideration, without interest.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Computer Associates International Inc), Agreement and Plan of Merger (Computer Associates International Inc), Agreement and Plan of Merger (Niku Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund (including proceeds of any investment thereof) that remains undistributed to the holders of Company Common Stock for six months Shares on the date that is one year after the Effective Time shall will be delivered to Parent, upon demand, and any holder holders of Company Common Stock Shares who has have not theretofore complied with this Article II shall will thereafter look only to Parent for payment of its claim for the Merger ConsiderationConsideration to which they are entitled pursuant to Section 1.5(a).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Agl Resources Inc), Agreement and Plan of Merger (Southern Co), Agreement and Plan of Merger (Powersecure International, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that (including any interest received with respect thereto) which remains undistributed to the holders of Company Common Stock for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II ARTICLE III shall thereafter look only to Parent (subject to abandoned property, escheat or other similar Laws) for payment of its their claim for the Merger Consideration.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Perceptive Advisors LLC), Agreement and Plan of Merger (Penwest Pharmaceuticals Co)
Termination of Exchange Fund. Any portion of the Exchange Fund and any cash in lieu of fractional shares of Parent Common Stock made available to the Exchange Agent that remains undistributed to the holders of Company Common Stock for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.02(c)(i).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Penney J C Co Inc), Agreement and Plan of Merger (Penney J C Co Inc), Agreement and Plan of Merger (Genovese Leonard)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock or Company Preferred Stock for six twelve months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent and the Surviving Corporation for payment of its claim for Merger Consideration.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Metaldyne Corp), And Restated Agreement and Plan of Merger (Masco Corp /De/), Agreement and Plan of Merger (Metaldyne Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (United Defense Industries Inc), Agreement and Plan of Merger (Noven Pharmaceuticals Inc), Agreement and Plan of Merger (Hisamitsu U.S., Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six as of the date which is eighteen months after the Effective Time shall be delivered to Parent, upon demand, and any holder thereafter such holders of Company Common Stock who has have not theretofore complied with this Article II Section 1.07 shall thereafter be entitled to look only to Parent for payment of its claim for the Merger ConsiderationConsideration to which they are entitled pursuant hereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Vons Companies Inc), Agreement and Plan of Merger (Safeway Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock and Company Series B Preferred Stock for six months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of Company Common Stock or Company Series B Preferred Stock who has have not theretofore complied with this Article II 2 shall thereafter look only to Parent for payment of its claim for Merger the applicable Initial Consideration, without any interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Medical Device Alliance Inc), Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Arthrocare Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to unclaimed by the holders applicable former stockholders of the Company Common Stock for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock such holders prior to the Merger who has have not theretofore complied with this Article II III shall thereafter look only to the Parent or the Surviving Corporation for payment of its claim their claims for Merger ConsiderationConsideration in respect thereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bally Technologies, Inc.), Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (WMS Industries Inc /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six nine months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (DRS Technologies Inc), Agreement and Plan of Merger (Ikon Office Solutions Inc), Agreement and Plan of Merger (Bacou Usa Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six 12 months after the Effective Time shall be delivered to the Parent, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.2 shall thereafter look only to Parent the Parent, as a general unsecured creditor, for payment of its claim for Merger ConsiderationParent ADSs, any cash in lieu of fractional shares of Parent ADSs and any dividends or distributions with respect to Parent ADSs.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (New Focus Inc), Agreement and Plan of Merger (Bookham Technology PLC), Agreement and Plan of Merger (Bookham Technology PLC)
Termination of Exchange Fund. Any portion of the Exchange Fund that and Common Shares Trust which remains undistributed to the holders shareholders of the Company Common Stock for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder former shareholders of the Company Common Stock who has have not theretofore complied with this Article II 2 shall thereafter look only to Parent for payment of its their claim for Merger ConsiderationParent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Usa Networks Inc), Agreement and Plan of Merger (Usa Networks Inc), Agreement and Plan of Merger (Ticketmaster Group Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to unclaimed by the holders of Company Common Stock for six (6) months from and after the Effective Time Closing Date shall be delivered to Parent, upon written demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.02(c).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cyclo Therapeutics, Inc.), Agreement and Plan of Merger (Applied Molecular Transport Inc.), Agreement and Plan of Merger (Cyclo Therapeutics, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders stockholders of the Company Common Stock for six months 180 days after the Effective Time shall be delivered to Parent, upon demand, and any holder stockholders of the Company Common Stock who has have not theretofore previously complied with this Article II Section 2.02 shall thereafter look only to Parent for payment of its their claim for Merger ConsiderationParent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Leukosite Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock Stockholders for six months after the Effective Time shall be delivered to ParentParent or the Surviving Corporation, upon demanddemand thereby, and any holder holders of shares of Company Common Stock who has have not theretofore complied with this Article II Section 2.3 shall thereafter look only to Parent for payment of its any claim for Merger Considerationto shares of Parent Common Stock, cash in lieu of fractional shares thereof, or dividends or distributions, if any, in respect thereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Amerac Energy Corp), Agreement and Plan of Merger (Southern Mineral Corp), Agreement and Plan of Merger (Southern Mineral Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II 2 shall thereafter look only to Parent for payment of its claim for the Merger Consideration, without any interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (T/R Systems Inc), Agreement and Plan of Merger (Electronics for Imaging Inc), Agreement and Plan of Merger (Monarch Dental Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.02(c).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (WPS Resources Corp), Agreement and Plan of Merger (Peoples Energy Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to Parent for payment of its their claim for the Merger Consideration.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Indevus Pharmaceuticals Inc), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent and the Surviving Corporation for payment of its claim for Merger ConsiderationConsideration and any applicable dividends or distributions with respect to any Parent Common Stock constituting Merger Consideration as provided in Section 2.02(c).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Jorgensen Earle M Co /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders shareholders of the Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder shareholders of the Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to Parent for payment of its their claim for Merger ConsiderationParent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pfbi Capital Trust), Agreement and Plan of Merger (Premier Financial Bancorp Inc), Agreement and Plan of Merger (Indiana United Bancorp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months one year after the Effective Time shall will be delivered to Parent, the Parent Corporation upon demand, and any each holder of Company Common Stock who has not theretofore complied surrendered Certificates in accordance with the provisions of this Article II shall 3 will thereafter look only to the Parent Corporation for payment satisfaction of its claim such holder's claims for Merger Consideration.shares of Parent
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mattson Technology Inc), Agreement and Plan of Merger (CFM Technologies Inc), Agreement and Plan of Merger (CFM Technologies Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest received with respect thereto) that remains undistributed to the holders of Company Common Stock for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock (other than Excluded Shares) who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration, any cash in lieu of fractional shares and any dividends and distributions to which such holder is entitled pursuant to this Article II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Hawaiian Telcom Holdco, Inc.), Agreement and Plan of Merger (Cincinnati Bell Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to as of the holders 12-month anniversary of Company Common Stock for six months after the Effective Time Merger Closing Date shall be delivered to Parent, upon demand, and any former holder of Company Common Stock entitled to payment of Merger Consideration who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AveXis, Inc.), Agreement and Plan of Merger (Sapient Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund ----------------------------- that remains undistributed to the holders of Company Common Stock as provided in this Section 2.02 for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for the Merger Consideration.
Appears in 2 contracts
Samples: Rights Agreement (Atlantic Richfield Co /De), Rights Agreement (Union Texas Petroleum Holdings Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months one year after the Effective Time (including, without limitation, all interest and other income received by the Exchange Agent in respect of all funds made available to it) shall be delivered to the Parent, upon demand, and any holder of Company Common Stock who has not theretofore previously complied with this Article II Section 2.8 shall thereafter look be entitled to receive only from the Parent (subject to Parent for abandoned property, escheat and other similar laws) payment of its claim for Merger Consideration, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mapinfo Corp), Agreement and Plan of Merger (Mapinfo Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for Shareholders six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock Shareholders who has have not theretofore previously complied with this Article II Section 1.7 shall thereafter look only to Parent for payment of its their claim for the Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Zygo Corp), Agreement and Plan of Reorganization (Bio Technology General Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders stockholders of the Company Common Stock for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder stockholders of the Company Common Stock who has have not theretofore previously complied with this Article II Section 2.2 shall thereafter look only to Parent for payment of its their claim for Merger ConsiderationParent Common Stock, cash in lieu of fractional shares of Parent Common Stock and dividends or distributions with respect to Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tellabs Inc), Agreement and Plan of Merger (Coherent Communications Systems Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after one (1) year following the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for for, and Parent shall remain liable for, payment of its claim for Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Absolut Spirits CO INC), Agreement and Plan of Merger (Cruzan International, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest received with respect thereto) that remains undistributed to the holders of Company Common Stock for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration, any cash in lieu of fractional shares and any dividends and distributions to which such holder is entitled pursuant to this Article II, in each case without any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PVH Corp. /De/), Agreement and Plan of Merger (Warnaco Group Inc /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Target Common Stock for six (6) months after the Effective Time shall be delivered to ParentParent (or its designee), upon demand, and any holder of Company Target Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent or the Surviving Company for delivery or payment of its claim for the Merger ConsiderationConsideration and any dividends or other distributions payable in respect thereof pursuant to Section 2.2(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Cornell Companies Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that ----------------------------- which remains undistributed to unclaimed by the former holders of shares of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder former holders of shares of Company Common Stock who has have not theretofore complied with this Article II IV shall thereafter look only to Parent for any cash payment of its claim for Merger Considerationto which they are entitled.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Gec Acquisition Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders shareholders of the Company Common Stock for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder former shareholders of the Company Common Stock who has have not theretofore previously complied with this Article II shall thereafter look only to Parent for payment of its their claim for Merger ConsiderationParent Common Stock, any cash in lieu of fractional shares of Parent Common Stock, and any dividends or distributions with respect to Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (21st Century Telecom Group Inc), Agreement and Plan of Merger (RCN Corp /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of the Company Common Stock for six twelve (12) months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder of the Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for and the Surviving Corporation (subject to abandoned property, escheat or similar Laws) as general creditors thereof with respect to the payment of its claim for Merger Consideration, without any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arbitron Inc), Agreement and Plan of Merger (Nielsen Holdings N.V.)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six nine months after the Effective Time shall be delivered to Parent, upon demand, Parent and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent and the Surviving Corporation for payment of its claim for Merger ConsiderationConsideration without any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Growth Properties Inc), Agreement and Plan of Merger (Rouse Company)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders shareholders of the Company Common Stock for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holder shareholders of the Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to Parent for payment of its their claim for the Merger Consideration. All interest accrued in respect to the Exchange Fund shall inure to the benefit of and be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shield Acquisition Corp/Ga), Agreement and Plan of Merger (Vallen Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent and/or the Surviving Corporation for payment of its claim for Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Marvel Entertainment, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the former holders of Company Common Stock Shares for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holder former holders of Company Common Stock Shares who has have not theretofore complied with this Article II 2 shall thereafter look only to Parent for payment of its claim for for, and subject to Section 2.2(h) Parent shall deliver, the Merger ConsiderationConsideration and any dividends or other distributions with respect to the Parent Common Stock to which such holder is entitled pursuant to this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metro Networks Inc), Agreement and Plan of Merger (Westwood One Inc /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the Fractional Share Proceeds) that remains undistributed to the holders of Company Common Stock for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied exchanged his shares of Company Common Stock in accordance with this Article II prior to that time shall thereafter look only to Parent for payment delivery of its claim for the Merger Consideration, any cash in lieu of fractional shares and any dividends and distributions to which such holder is entitled pursuant to this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hercules Inc), Agreement and Plan of Merger (Ashland Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months two hundred seventy (270) days after the Effective Time shall be delivered to Parent, upon demand, and any former holder of Company Common Stock who has not theretofore previously complied with this Article II Section 4.2 shall thereafter look be entitled to receive only to from Parent for payment of its claim for the Merger Consideration, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Netopia Inc), Agreement and Plan of Merger (Netopia Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six nine (9) months after the Effective Time shall be delivered to Parent, upon demand, Parent and any holder of Company Common Stock who has not theretofore by then complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Championship Auto Racing Teams Inc), Agreement and Plan of Merger (Championship Auto Racing Teams Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent the Surviving Corporation for payment of its claim for Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Specialty Laboratories Inc), Agreement and Plan of Merger (Ameripath Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest or other amounts received with respect thereto) that remains undistributed to the holders of Company Common Stock Shares for six months after the Effective Time shall be delivered to Parent, upon demand, and any former holder of Company Common Stock Shares who has not theretofore previously complied with this Article II shall thereafter look only to Parent for for, and Parent shall remain liable for, payment of its claim for Merger Consideration, any cash in lieu of fractional shares and any dividends and other distributions to which such holder is entitled pursuant to this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn Virginia Corp), Agreement and Plan of Merger (Denbury Resources Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock Shares for six months after the Effective Time shall be delivered returned to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II Shares shall thereafter look as a general creditor only to Parent for payment of its claim for Merger Considerationsuch cash to which such holder may be due subject to applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co), Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders stockholders of the Company Common Stock for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder stockholders of the Company Common Stock who has have not theretofore complied with this Article II I shall thereafter look only to Parent for payment of its their claim for Merger ConsiderationParent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Physician Reliance Network Inc), Agreement and Plan of Merger (American Oncology Resources Inc /De/)
Termination of Exchange Fund. Any Unless a longer period is prescribed by applicable Law, any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after on the nine (9) month anniversary of the Effective Time shall be delivered to Parent, upon demanddemand by Parent, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its their claim for any part of the Merger ConsiderationConsideration and any dividends or distributions with respect to shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Albertsons Companies, LLC), Agreement and Plan of Merger (Rite Aid Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund ----------------------------- that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diatide Inc), Agreement and Plan of Merger (Schering Berlin Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the former holders of Company Common Stock for six months one (1) year after the Effective Time shall be delivered to Parent, upon demand, and any former holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration, any cash in lieu of fractional shares and any dividends and distributions to which such holder is entitled pursuant to this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Mergerby (Nextera Energy Inc), Agreement and Plan of Merger (Hawaiian Electric Co Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders stockholders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder stockholders of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to Parent for payment payment, as applicable, of its their claim for the Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tower Group, Inc.), Agreement and Plan of Merger (Tower Group, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six 12 months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II ARTICLE III shall thereafter look only to Parent for payment of its their claim for the Merger Consideration, and Parent and the Surviving Corporation shall remain jointly and severally liable for, payment of the Merger Consideration in respect thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Nupathe Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after Shares as of the twelve (12) month anniversary of the Effective Time shall be delivered to Parent, upon demand, and any holder former holders of Company Common Stock Shares prior to the Merger who has have not theretofore complied with this Article II ARTICLE III shall thereafter look only to Parent and only as general creditors thereof for payment of its claim for the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Park Hotels & Resorts Inc.), Agreement and Plan of Merger (Chesapeake Lodging Trust)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months one-year after the Effective Time shall be delivered to Parent, upon demand, and, from and after such delivery to Parent, any holder holders of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to Parent or the Surviving Corporation for payment the Merger Consideration payable in respect of its claim for Merger Considerationsuch shares of Company Common Stock, without any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Watson Pharmaceuticals Inc), Agreement and Plan of Merger (Andrx Corp /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to unclaimed by the holders stockholders of the Company Common Stock for six nine (9) months after the Effective Time shall be delivered delivered, at Parent’s option, to Parent, upon demand, and any holder . Any holders of Company Common Stock (other than Excluded Shares) who has have not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Centennial Communications Corp /De)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Seller Common Stock for six nine months after the Effective Time shall be delivered to the Parent, upon demand, and any holder of Company Seller Common Stock who has not theretofore previously complied with this Article II Section 3.2 shall thereafter look only to the Parent for payment of its claim for the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digitas Inc), Agreement and Plan of Merger (Digitas Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of shares of Company Common Stock for six nine (9) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for the Merger ConsiderationConsideration (and any other payment in accordance with this Article II).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Expedia Group, Inc.), Agreement and Plan of Merger (Liberty Expedia Holdings, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six nine months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration; provided, however, that Parent may cause the Surviving Entity to pay such claim for Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (Eldertrust)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to Parent for payment of its their claim for the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Healthtronics, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund ----------------------------- that remains undistributed to the holders of Company Common Capital Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Capital Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Weyerhaeuser Co), Agreement and Plan of Merger (Tj International Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months two years after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for the Merger ConsiderationConsideration to which they are entitled.
Appears in 2 contracts
Samples: Consent and Voting Agreement (Nabors Industries Inc), Consent and Voting Agreement (Nabors Industries Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six nine (9) months after the Effective Time shall be delivered to Parent, upon demand, and any former holder of Company Common Stock who has not theretofore previously complied with this Article II Section 4.2 shall thereafter look be entitled to receive only to from Parent, and Parent for shall remain liable for, payment of its claim for Merger Consideration, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Symbol Technologies Inc), Agreement and Plan of Merger (Motorola Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Capital Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of Company Common Capital Stock who has have not theretofore complied with the provisions of this Article II Section 1.7 shall thereafter look only to Parent for payment the shares of its claim for Merger ConsiderationParent Common Stock, Parent Warrants, any cash in lieu of fractional shares of Parent Common Stock to which they are entitled pursuant to Section 1.7(d) without any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa), Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)
Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest received with respect thereto) that remains undistributed to the holders of Company Common Stock for six months one (1) year after the Effective Time shall be delivered to Parent, upon demand, Parent and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration, any cash in lieu of fractional shares and any dividends and distributions to which such holder is entitled pursuant to this Article II, in each case without any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jefferies Financial Group Inc.), Agreement and Plan of Merger (Homefed Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months one year after the Effective Time shall will be delivered to Parent, the Parent Corporation upon demand, and any each holder of Company Common Stock who has not theretofore complied surrendered Certificates in accordance with the provisions of this Article II shall 3 will thereafter look only to the Parent Corporation for payment satisfaction of its claim such holder's claims for Merger Considerationshares of Parent Common Stock and any dividends or distributions payable in accordance with the provisions of Section 3.2(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Dynamics Corp), Agreement and Plan of Merger (Gulfstream Aerospace Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with the provisions of this Article II Section 1.7 shall thereafter look only to Parent for payment of its claim for the Merger Consideration, without any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inverness Medical Innovations Inc), Agreement and Plan of Merger (Matria Healthcare Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to unclaimed by the holders of Company Common Stock for six 12 months from and after the Effective Time Closing Date shall be delivered to Parent, upon written demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.02(c)(i).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pyxis Oncology, Inc.), Agreement and Plan of Merger (Apexigen, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent and the Surviving Entity for payment of its claim for Merger ConsiderationConsideration (including any cash in lieu of fractional shares of Parent Common Stock to which they are entitled pursuant to Section 2.2(d)), without any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Opticare Health Systems Inc), Agreement and Plan of Merger (Refac)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of shares of Company Common Stock for six nine (9) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent and/or the Surviving Corporation for payment of its claim for the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liberty Interactive Corp), Agreement and Plan of Merger (Lions Gate Entertainment Corp /Cn/)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six twelve months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II 2 shall thereafter look only to Parent (subject to abandoned property, escheat and similar Laws) as general creditors thereof for payment of its claim for the Merger ConsiderationConsideration without any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Physicians Capital Inc), Agreement and Plan of Merger (Scpie Holdings Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent (subject to Section 2.4(e)) for payment of its claim for the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cigna Corp), Agreement and Plan of Merger (HealthSpring, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders stockholders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder stockholders of Company Common Stock who has have not theretofore complied with this Article II 0 shall thereafter look only to Parent for payment payment, as applicable, of its their claim for the Merger ConsiderationConsideration and any dividends or distributions with respect to Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CastlePoint Holdings, Ltd.), Agreement and Plan of Merger (CastlePoint Holdings, Ltd.)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months one (1) year after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to Parent for payment of its claim for Merger the Exchange Consideration, without any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vintage Capital Group, LLC), Agreement and Plan of Merger (Caprius Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of Company Common Stock who has have not theretofore then complied with this Article II shall thereafter look only to Parent for payment of its claim for the Merger ConsiderationConsideration to which they are entitled.
Appears in 2 contracts
Samples: Employment Agreement (Bayard Drilling Technologies Inc), Agreement and Plan of Merger (Nabors Industries Inc)
Termination of Exchange Fund. Any portion of the funds deposited with the Exchange Fund Agent that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration, without interest.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Litton Industries Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to Parent (subject to abandoned property, escheat or other similar applicable Laws) for payment of its their claim for the Merger ConsiderationConsideration without any interest thereon.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six (6) months after the Effective Time shall be delivered to Parent, upon demandParent or its designee, and any holder holders of Company Common Stock Shares prior to the Merger, as the case may be, who has have not theretofore complied with this Article II III shall thereafter look only to Parent for payment of its claim the applicable Merger Consideration (subject to abandoned property, escheat, or other similar Laws), as general creditors thereof, for payment of the Merger ConsiderationConsideration without any interest.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DecisionPoint Systems, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six nine months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock Certificates who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Exchange Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Share Exchange (Cap Rock Energy Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to unclaimed by the applicable holders of Company Class A Common Stock for six months one year after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock such holders prior to the Merger who has have not theretofore complied with this Article II III shall thereafter look only to Parent for payment of its claim their claims for the Merger ConsiderationConsideration that such holder is entitled to receive pursuant to Section 3.1(c)(i).
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to unclaimed by the holders stockholders of the Company Common Stock for six nine (9) months after the Effective Time shall be delivered delivered, at Parent’s option, to Parent, upon demand, and any holder . Any holders of Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for the Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NextWave Wireless Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six twelve months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II 2 shall thereafter look only to Parent (subject to abandoned property, escheat and similar Laws) as general creditors thereof for payment of its claim for the Merger ConsiderationConsideration without any interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fpic Insurance Group Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of shares of Company Common Stock for six nine (9) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article Article II shall thereafter look only to Parent and/or the Surviving Corporation for payment of its claim for the Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six (6) months after the Company Merger Effective Time shall be delivered to Parent, upon demand, and any holder holders of Company Common Stock Shares, Company Series A Preferred Shares, Company Warrants or OP Units prior to the Company Merger or Partnership Merger, as the case may be, who has have not theretofore complied with this Article II III shall thereafter look only to Parent for payment of its claim for the applicable Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Highland Hospitality Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six twelve months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders stockholders of the Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder stockholders of the Company Common Stock who has have not theretofore complied with this Article II shall thereafter look only to Parent for payment of its their claim for Merger Consideration.Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (g)
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six months on the date that is 180 days after the Effective Time shall will be delivered to Parent, upon demand, and any former holder of Company Common Stock who has not theretofore previously complied with this Article II shall thereafter look Section 4.2 will be entitled to receive, upon demand, only to from Parent for payment of its claim for the Merger Consideration, without interest.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Terayon Communication Systems)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of shares of Company Common Stock or Company Preferred Stock for six twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock or Company Preferred Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for the Merger ConsiderationConsideration (and any other payment in accordance with this Article II).
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Capital Stock for six months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of Company Common Capital Stock who has have not theretofore complied with this Article II 2 shall thereafter look only to Parent for payment of its claim for the Per Share Merger Consideration, without any interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tessera Technologies Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months one year after the Effective Time shall be delivered delivered, subject to applicable Law, to Parent (or, at the election of Parent, the Exchange Agent or the Company Trust), upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent (or the Exchange Agent or the Company Trust, as applicable) for payment of its claim for Merger ConsiderationConsideration and any dividends or distributions with respect to Parent ADSs as contemplated by this Article II.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall will be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall may thereafter look only to Parent and/or the Surviving Corporation for payment of its claim for Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Readers Digest Association Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six (6) months after the Effective Time shall be delivered to Parent, upon demandwithin two (2) Business Days of the expiration of such six (6) month period, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II III shall thereafter look only to Parent for payment of its their claim for the Merger Consideration, subject to subsection (e) below.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alexza Pharmaceuticals Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Parent Common Stock Shares for six (6) months after the Merger Effective Time shall be delivered to Parent, upon demandHoldings or its designee, and any holder of Company Parent Common Stock Shares who has not theretofore complied with this Article II 2 shall thereafter look only to Parent Holdings for payment of its claim for Merger ConsiderationConsideration as unsecured creditors, without any interest thereon.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund that which remains undistributed to the holders of Company Common Stock for six twelve (12) months after the Effective Time shall be delivered to Parent, Parent upon demand, and any holder holders of Company Common Stock who has have not theretofore complied with this Article II IV shall thereafter look only to Parent for payment of its claim for the Merger Consideration, without any interest thereon.
Appears in 1 contract
