Common use of Termination of Exchange Fund Clause in Contracts

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 180 days after the Effective Time shall be delivered to 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 4 contracts

Samples: Agreement and Plan of Merger (Martin Marietta Materials Inc), Agreement and Plan of Merger (Martin Marietta Materials Inc), Agreement and Plan of Merger (Texas Industries Inc)

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Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest and other income received with respect thereto) that remains undistributed to the holders of former Company Common Stock for 180 days Stockholders on the date twelve (12) 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 complied with received any applicable Merger Consideration to which such Company Stockholder is entitled under this Article II III shall thereafter look only to Parent (subject to abandoned property, escheat or other similar Laws) 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 thereonclaims with respect thereto.

Appears in 4 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (State National Companies, Inc.), Agreement and Plan of Merger (CF Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest and other income received with respect thereto) that which remains undistributed to the former holders of shares of Company Common Stock for 180 one hundred eighty (180) days after following the Effective Time shall be delivered to Parent Parent, upon demand, and any holder former holders of shares of Company Common Stock who has have not theretofore complied received any Merger Consideration (including any applicable dividends or other distributions with respect to Parent Common Stock) to which they are entitled under this Article II III shall thereafter look only to Parent and the Surviving Entity 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 thereontheir claims with respect thereto.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Griffin Capital Essential Asset REIT, Inc.), Agreement and Plan of Merger (Griffin Capital Essential Asset REIT, Inc.), Agreement and Plan of Merger (Signature Office Reit Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest and other income received with respect thereto) that remains undistributed to the holders of former Company Common Stock for 180 days Shareholders on the date twelve (12) months after the First Effective Time shall be delivered to Parent upon demand, and any former holder of Company Common Stock Shares who has not theretofore complied with received any applicable Merger Consideration to which such Company Shareholder is entitled under this Article II III shall thereafter look only to Parent (subject to abandoned property, escheat or other similar Laws) 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 thereonclaims with respect thereto.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (FGL Holdings), Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Fidelity National Financial, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any interest received with respect theretoinvestments thereof) that remains undistributed to the former holders of Company Common Stock Shares for 180 days after the Effective Time shall 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 thereafter look only to Parent for payment of its their claim for the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends and or distributions to which such holder is entitled pursuant to this Article II, in each case without any interest thereonSection 2.2(c).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Firstenergy Corp), Agreement and Plan of Merger (Allegheny Energy, Inc), Agreement and Plan of Merger

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 180 360 days after the Effective Time shall be delivered to Parent 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 (CEB Inc.), Agreement and Plan of Merger (Gartner Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest received with respect thereto) that which remains undistributed to the holders former shareholders of the Company Common Stock for 180 days two (2) years after the Effective Time shall be delivered to Parent the Acquiror, upon demand, and any holder former shareholders of the Company Common Stock who has have not theretofore complied with this Article II 1 shall thereafter look only to Parent for payment the Acquiror to claim their shares of its claim for Merger ConsiderationAcquiror Common Stock, any cash in lieu of fractional shares of Acquiror Common Stock and any dividends and or distributions with respect to which such holder is entitled pursuant to this Article IIAcquiror Common Stock, in each case without any interest thereon, and subject to Section 1.8(g).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Federal Capital Corp), Agreement and Plan of Merger (First Federal Capital Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest received with respect thereto) and Common Shares Trust that remains undistributed to the holders stockholders of the Company Common Stock for 180 days 12 months after the Effective Time shall be delivered to Parent Parent, upon demand, and any holder former stockholders of the Company Common Stock who has that have not theretofore complied with this Article II 3 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 and or distributions with respect to which such holder is entitled pursuant to this Article II, in each case without any interest thereonParent Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Expedia Inc), Agreement and Plan of Merger (Usa Interactive)

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 180 days after the Effective Time shall be delivered to Parent 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 (SAVVIS, Inc.), Agreement and Plan of Merger (Centurylink, Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest received with respect thereto) that which remains undistributed to the holders of Company Common Stock for 180 one hundred eighty (180) days after the Effective Time shall be delivered to Parent upon demand, and any holder holders of Company Common Stock (other than Excluded Shares) 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 ConsiderationConsideration (after giving effect to any required Tax withholdings as provided in Section 2.2(g)), 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 (B. Riley Financial, Inc.), Agreement and Plan of Merger (United Online Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest received with respect thereto) that which remains undistributed to the holders of Company Common Stock for 180 one hundred eighty (180) days after the Effective Time shall will be delivered to the Parent 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 for payment satisfaction of its claim such holder's claims 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, in each case without any interest thereon.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Northrop Grumman Corp /De/), Agreement and Plan of Merger (Newport News Shipbuilding Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest received with respect thereto) or Common Shares Trust that remains undistributed to the holders of Company Common Stock for 180 one hundred eighty (180) days after the Effective Time shall be delivered to Parent Parent, upon demand, and any holder holders of Company Common Stock the Certificates or Book-Entry Shares who has have not theretofore complied with this Article II IV shall thereafter look only to Parent for payment of its claim for their portion of the Merger Consideration, Consideration (including any cash in lieu of fractional shares of Parent Common Stock) and any dividends and or distributions with respect to which such holder is entitled pursuant to this Article II, in each case without any interest thereonParent Common Stock with a record date on or after the Effective Time.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (Nextera Energy Inc), Assignment and Assumption Agreement (Energy Future Intermediate Holding CO LLC)

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest and other income received with respect thereto) that remains undistributed to the holders of former Company Common Stock for 180 days Shareholders on the date twelve (12) 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 complied with received any applicable portion of the Merger Consideration to which such Company Shareholder is entitled under this Article II III shall thereafter look only to Parent the Surviving Company (subject to abandoned property, escheat or other similar Laws) 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 thereonclaims with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (KKR & Co. Inc.)

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Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest and other income received with respect thereto) that remains undistributed to the holders of former Company Common Stock for 180 days Stockholders on the date twelve (12) 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 complied with received any applicable Merger Consideration to which such Company Stockholder is entitled under this Article II III shall thereafter look only to Parent (subject to abandoned property, escheat or other similar Laws) 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.claims with respect thereto. Section 3.05

Appears in 1 contract

Samples: Iv Agreement and Plan of Merger

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest received with respect thereto) that remains undistributed to the holders former shareholders of the Company Common Stock for 180 upon the expiration of three hundred sixty-five (365) days 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 β€Ž2 shall thereafter look only to Parent as general creditors for payment of its their claim for Merger Consideration, any cash in lieu of fractional shares Parent Common Stock and any applicable dividends and or other distributions with respect to which such holder is entitled pursuant to this Article IIParent Common Stock, in each case without any interest thereonas provided in Article 1 and this Article β€Ž2.

Appears in 1 contract

Samples: Agreement of Merger (Ondas Holdings Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest and other income received with respect thereto) that remains undistributed to the holders of former Company Common Stock for 180 days Stockholders on the date that is twelve (12) 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 complied with received any applicable Merger Consideration to which such Company Stockholder is entitled under this Article II III shall thereafter look only to Parent (subject to abandoned property, escheat or other similar Laws) 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 thereonclaims with respect thereto.

Appears in 1 contract

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

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest received with respect thereto) that which remains undistributed to the holders of Company Common Stock Shares, Series B Preferred Shares or Company Warrants, for 180 one hundred eighty (180) days after the Effective Time shall be delivered to Parent Parent, and any holder holders of Company Common Stock Shares, Series B Preferred Shares or Company Warrants 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 for the Company Common Share Merger Consideration, any cash in lieu of fractional shares and any dividends and distributions to which such holder is entitled pursuant to this Article IISeries B Per Share Merger Consideration, in each case without any interest thereonor Warrant Merger Consideration, as applicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arkona 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 180 one hundred and eighty (180) days after the Effective Time shall be delivered to 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 Consideration 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 1 contract

Samples: Agreement and Plan of Merger (Madison Square Garden Entertainment Corp.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest and other income received with respect thereto) that remains undistributed to the holders former shareholders of the Company Common Stock for 180 days on the date twelve (12) 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 complied with received any applicable Merger Consideration to which such Company Shareholder is entitled under this Article II III shall thereafter look only to Parent and the Surviving Entity (subject to abandoned property, escheat or other similar Laws) 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 thereonclaims with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Castle Brands 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 180 one hundred and eighty (180) days after the Effective Time shall be delivered to 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 1 contract

Samples: Agreement and Plan of Merger (Solarcity Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest and other income received with respect thereto) that remains undistributed to the holders of former Company Common Stock for 180 Stockholders on the date 365 days after the Effective Time shall be delivered to Parent upon demand, and any former holder of Company Common Stock Shares who has not theretofore complied with received any applicable Merger Consideration to which such Company Stockholder is entitled under this Article II III shall thereafter look only to Parent or the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) for payment of its claim for Merger Consideration, any cash in lieu of fractional shares claims with respect thereto and any dividends and distributions to which such holder is entitled pursuant to this Article II, in each case without any interest thereononly as a general creditor thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Webmethods Inc)

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