Common use of Escheat Clause in Contracts

Escheat. Neither the Parent Corporation, the Acquisition Corporation nor the Company will be liable to any former holder of Company Common Stock for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar law. In the event any Certificate has not been surrendered for exchange prior to the sixth anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any governmental entity, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.

Escheat. Neither the Parent Corporation, the Acquisition Corporation DGAC nor the Company will be liable to any former holder of Company Common Stock for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar law. In the event any Certificate has not been surrendered for exchange the Merger Consideration prior to the sixth anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any governmental entity, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.

Escheat. Neither the Parent Corporation, the Acquisition Corporation Purchaser nor the Company Surviving Corporation will be liable to any former holder of Company Common Capital Stock for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar law. In the event any Certificate has not been surrendered for exchange prior to the sixth second anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any governmental entityGovernmental Authority, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable lawLaw, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.

Escheat. Neither the Parent Corporation, the Acquisition Corporation Electrum nor the Company Surviving Corporation will be liable to any former holder of Company Common Stock CrossPoint Member Units for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar law. In the event any Certificate has not been surrendered for exchange prior to the sixth second anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any governmental entity, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable lawLaw, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.

Escheat. Neither the Parent Corporation, the Acquisition Corporation Purchaser nor the Company Surviving Corporation will be liable to any former holder of Company Common Capital Stock for any portion of the Net Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar law. In the event any Certificate has not been surrendered for exchange prior to the sixth second (2nd) anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Net Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any governmental entityGovernmental Authority, then the Net Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable lawLaw, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.

Escheat. Neither the Parent Corporation, the Acquisition Corporation Purchaser nor the Surviving Company will be liable to any former holder of Company Common Stock Capital Shares for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar law. In the event any Certificate has not been surrendered for exchange prior to the sixth second anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any governmental entityGovernmental Authority, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable lawLaw, become the property of the Surviving CorporationCompany, free and clear of all rights, interests and adverse claims of any person.