Common use of Termination of Exchange Fund Clause in Contracts

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares one year after the Effective Date shall be delivered to the Parent upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Parent for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.

Appears in 3 contracts

Samples: Merger Agreement (Cardionet Inc), Merger Agreement (Biotel Inc.), Merger Agreement (Biotel Inc.)

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Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that which remains undistributed to the former holders of the Company Stock Certificates or Uncertificated Shares for one (1) year after the Effective Date Time shall be delivered to the Parent or its designee upon demand, and any former such holders of Shares prior to the Merger who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 1 shall thereafter look only to the Parent as general creditor thereof for payment of their claim claims for the Merger Consideration, without Consideration and any interest thereon, upon due surrender of their Sharesdividends or distributions with respect to Parent Common Stock as contemplated by Section 1.7(c).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CarLotz, Inc.), Agreement and Plan of Merger (Shift Technologies, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that which remains undistributed to the former holders shareholders of Shares one year the Company for twelve (12) consecutive months after the Effective Date Time shall be delivered to the Parent Parent, upon demand, and any former holders shareholders of Shares the Company who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 1.8 shall thereafter look only to the Parent for payment of their and the Surviving Corporation to claim for the Merger ConsiderationPer Share Consideration owed to them hereunder, without any interest thereon, upon due surrender of their Shares.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Renaissance Learning Inc), Agreement and Plan of Merger (Midwest Air Group Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to unclaimed by the former holders unitholders of Shares one year after the Company as of the date that is 12 months following the Effective Date Time shall be delivered to the Parent Parent, upon demand. Thereafter, and any former holders unitholders of Shares the Company who have not surrendered their Shares in accordance theretofore complied with the provisions of this Section ‎Section 2.2 shall thereafter look only to Parent and the Parent Surviving Entity for payment of their claim for the Merger Consideration, Consideration and any dividends or distributions with respect to Parent Shares represented thereby (all without any interest thereon, upon due surrender of their Sharesinterest).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Transocean Ltd.), Agreement and Plan of Merger (Transocean Partners LLC)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders stockholders of Shares one year the Company on the date that is 12 months after the Effective Closing Date shall be delivered to the Parent Parent, upon Parent’s demand, and any former holders common stockholders of Shares the Company who have not surrendered their Shares received the Merger Consideration, together with any amounts payable pursuant to Section 3.3(g), if applicable, in accordance with this Section 2.2 each case without interest thereon prior to such delivery, shall thereafter look only to the Parent for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Sharessuch amounts.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Amplify Energy Corp), Agreement and Plan of Merger (Midstates Petroleum Company, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund which remains unclaimed by the applicable former shareholders of the Company one (including the proceeds of any investments thereof1) that remains undistributed to the former holders of Shares one year after the Effective Date Time shall be delivered to the Parent Parent, upon demand, and any former such holders of Shares prior to the Merger who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article III shall thereafter look only to the Parent or the Surviving Corporation for payment of their claim claims for the Merger Consideration, without any interest thereon, upon due surrender of their SharesConsideration in respect thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bally Technologies, Inc.), Agreement and Plan of Merger (SHFL Entertainment Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders shareholders of Shares one year the Company on the 180th day after the Effective Closing Date shall be delivered to the Parent Parent, upon demand, and any former holders of Eligible Shares as of immediately prior to the Effective Time who have not surrendered their theretofore received the Common Consideration, any cash payable in lieu of fractional Parent Shares in accordance with to which they are entitled pursuant to Section 2.4(f), without interest thereon, to which they are entitled under this Section 2.2 Article II shall thereafter look only to the Surviving Company and Parent for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Sharessuch amounts.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Equitrans Midstream Corp), Agreement and Plan of Merger (EQT Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for one year after the Effective Date Time shall be delivered to the Parent upon demand, and any former holders of Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article II shall thereafter look only to the Parent for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender cash in lieu of their Sharesfractional Series B Units pursuant to Section 2.1(d) and any distributions pursuant to Section 2.2(c).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereofinterest and other income received with respect thereto) that remains undistributed to the former holders of Shares one year Company Stockholders on the date 12 months after the Effective Date Time shall be delivered to the Parent (or its designee) upon demand, and any former holders holder of Shares who have has not surrendered their Shares in accordance with theretofore received any applicable Merger Consideration to which such Company Stockholder is entitled under this Section 2.2 Article II shall thereafter look only to the Parent Surviving Corporation (subject to abandoned property, escheat or other similar Laws) for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Sharesclaims with respect thereto and only as a general creditor thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Railamerica Inc /De), Agreement and Plan of Merger (Genesee & Wyoming Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for one year after the Effective Date Time shall be delivered to the Parent upon demand, and any former holders of Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article II shall thereafter look only to the Parent for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender cash in lieu of their Sharesfractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or distributions pursuant to Section 2.2(c).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mirant Corp), Agreement and Plan of Merger (Rri Energy Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereofFractional Share Consideration, any applicable dividends or other distributions with respect to Parent ADSs or Parent Ordinary Shares and any interest and other income received with respect thereto) that which remains undistributed to the former holders of Shares one year after on the first anniversary of the Effective Date Time shall be delivered to the Parent Parent, upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with theretofore received any Merger Consideration to which they are entitled under this Section 2.2 Article II shall thereafter look only to the Parent Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Sharesclaims with respect thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (BioNTech SE), Agreement and Plan of Merger (Neon Therapeutics, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares or Company Stock Options for one (1) year after the Effective Date Time shall be delivered to the Parent Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article II shall thereafter look only to the Parent for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (W R Grace & Co), Agreement and Plan of Merger (Synthetech Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments investment thereof) that remains undistributed to the former holders of Shares on the date that is one (1) year after the Effective Date Time shall be delivered to the Parent Parent, upon demand, and any former holders of Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article III shall thereafter look only to Parent or the Parent for payment of their claim Surviving Corporation for the Merger ConsiderationConsideration to which they are entitled pursuant to Section 3.01(a), without any interest thereon, upon due surrender of their Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Asiainfo-Linkage, Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that ---------------------------- which remains undistributed to the former holders Stockholders of Shares Company one year after the Effective Date Time, as the result of failure of a Stockholder to surrender a Certificate pursuant to Section 1.9(c) prior to that time, shall be delivered to the Parent Parent, upon demand, and any former holders Stockholders of Shares Company who have not surrendered their Shares in accordance previously complied with this Section 2.2 1.9 shall thereafter look only to the Parent for payment of their claim for the Merger Consideration, without Certificates and any interest thereon, upon due surrender of their Sharesdividends or distributions with respect to Parent Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Centillium Communications Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereofinterest and other income received with respect thereto) that remains undistributed to the former holders of Shares one year Company Stockholders on the date 180 days after the Effective Date Time shall be delivered to the Parent upon demand, and any former holders holder of Shares who have has not surrendered their Shares in accordance with theretofore received any applicable Merger Consideration to which such Company Stockholder is entitled under this Section 2.2 Article II shall thereafter look only to the Parent (subject to abandoned property, escheat or other similar Laws) for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Sharesclaims with respect thereto and only as a general creditor thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Watchguard Technologies Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that which remains undistributed to the former holders of Shares one year after on the first anniversary of the Effective Date Time shall be delivered to the Parent Parent, upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with theretofore received any Merger Consideration to which they are entitled under this Section 2.2 Article II shall thereafter look only to the Parent for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Sharesclaims with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ultragenyx Pharmaceutical Inc.)

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Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for one year after the Effective Date Time shall be delivered to the Parent upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Parent for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Touchstone Software Corp /Ca/)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to unclaimed by the former holders of Shares one year for twelve (12) months after the Effective Date Time shall be delivered to the Parent upon demand, and any former holders of Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article II shall thereafter look only to the Parent for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Sharescash to which they are entitled pursuant to Section 2.01(a) and Section 2.03(b).

Appears in 1 contract

Samples: Merger Agreement (Avolon Holdings LTD)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that which remains undistributed to the former holders of Shares one year for 180 days after the Effective Date Time shall be delivered to the Parent Parent, upon demand, and any former holders of Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article II shall thereafter look only to the Parent for payment of their claim for the Merger ConsiderationConsideration to which they are entitled pursuant to this Agreement. Neither Parent nor the Company shall be liable to any holder of the Shares for any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, without any interest thereon, upon due surrender of their Sharesescheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Entex Information Services Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares one year after on the first (1st) anniversary of the Effective Date Time shall thereafter be delivered to Parent or the Parent Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 Article 2 shall thereafter look only to the Parent Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Univar Solutions Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares one year shares of Company Common Stock or Company Stock Options on the 180th day after the Effective Date Time shall be delivered to the Parent Parent, upon demand, and any former holders of Shares who shares of Company Common Stock or Company Stock Options that have not surrendered their Shares in accordance with received the Merger Consideration or Option Consideration, respectively, to which they are entitled under this Section 2.2 Article III shall thereafter look only to the Parent for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Sharessuch amounts.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Collegiate Pacific Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares on the one year after (1)-year anniversary of the Effective Date Time shall thereafter be delivered to Parent or the Parent Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 Article 2 shall thereafter look only to the Parent Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sanderson Farms Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund which remains unclaimed by the applicable former shareholders of the Company one (including the proceeds of any investments thereof1) that remains undistributed to the former holders of Shares one year after the Effective Date Time shall be delivered to the Parent Parent, upon demand, and any former such holders of Shares prior to the Merger who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article III shall thereafter look only to Parent or the Parent Surviving Corporation for payment of their claim claims for the Merger Consideration, without any interest thereon, upon due surrender of their SharesConsideration in respect thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Multimedia Games Holding Company, Inc.)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments investment thereof) that remains undistributed to the former holders of Shares on the date that is one (1) year after the Effective Date Time shall be delivered to the Parent Parent, upon demand, and any former holders of Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article III shall thereafter look only to Parent and the Parent for payment of their claim Surviving Corporation for the Merger Consideration, without any interest thereon, upon due surrender of their SharesConsideration to which they are entitled pursuant to Section 3.01(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arden Group Inc)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that which remains undistributed to the former holders of Shares one year for two years after the Effective Date Time shall be delivered to the Parent Parent, upon demand, and any former holders of Shares who have not surrendered their Shares in accordance theretofore complied with this Section 2.2 Article II shall thereafter look only to the Parent for payment the shares of their claim for the Merger Consideration, without Parent Common Stock and any interest thereon, upon due surrender cash in lieu of their Sharesfractional shares to which they are entitled.

Appears in 1 contract

Samples: 0 Agreement and Plan of Merger (Aseco Corp)

Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereofFractional Share Consideration, any applicable dividends or other distributions with respect to Parent Common Stock and any interest and other income received with respect thereto) that which remains undistributed to the former holders of Shares one year after on the first anniversary of the Effective Date Time shall be delivered to the Parent Parent, upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with theretofore received any Merger Consideration to which they are entitled under this Section 2.2 Article II shall thereafter look only to the Parent for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Sharesclaims with respect thereto.

Appears in 1 contract

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

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