No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 45 contracts
Sources: Agreement and Plan of Reorganization (Dynamic Health Products Inc), Merger Agreement (Imanage Inc), Agreement and Plan of Reorganization (GeoPharma, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 21 contracts
Sources: Merger Agreement (Niku Corp), Agreement and Plan of Reorganization (Russo Paul M), Agreement and Plan of Reorganization (Netscape Communications Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither None of the Exchange Agent, Parent, Parent nor the Surviving Corporation nor any party hereto shall be liable to a any holder of shares of Company Common Stock for any such shares of Parent Common Stock (or Company Common Stock for any amount properly paid dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 11 contracts
Sources: Merger Agreement (Clear Channel Communications Inc), Merger Agreement (Amfm Inc), Merger Agreement (SFX Entertainment Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation Parent nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 8 contracts
Sources: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Digital Impact Inc /De/), Agreement and Plan of Reorganization (Goto Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 7 contracts
Sources: Merger Agreement, Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Brocade Communications Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.
Appears in 6 contracts
Sources: Merger Agreement (Peregrine Systems Inc), Agreement and Plan of Reorganization (Proxim Inc /De/), Merger Agreement (Harbinger Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 6 contracts
Sources: Merger Agreement (HMT Technology Corp), Merger Agreement (Komag Inc /De/), Merger Agreement (HMT Technology Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 5 contracts
Sources: Merger Agreement (Vantagemed Corp), Merger Agreement (Sun Microsystems, Inc.), Merger Agreement (Storage Technology Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.. 1.8
Appears in 5 contracts
Sources: Merger Agreement (Keravision Inc /Ca/), Agreement and Plan of Reorganization (Transcend Therapeutics Inc), Agreement and Plan of Reorganization (Informix Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Sources: Merger Agreement (Harmonic Inc), Merger Agreement (Autodesk Inc), Merger Agreement (Electronic Arts Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Sources: Agreement and Plan of Reorganization (Sanctuary Woods Multimedia Corp), Agreement and Plan of Reorganization (Storage Computer Corp), Merger Agreement (Socket Communications Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Sources: Merger Agreement (One2one Living Corp), Merger Agreement (Terra Tech Corp.), Merger Agreement (Tangram Enterprise Solutions Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Sources: Merger Agreement (Serviceware Technologies Inc/ Pa), Merger Agreement (Excite Inc), Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Sources: Merger Agreement (Verisign Inc/Ca), Merger Agreement (Opentv Corp), Merger Agreement (Digital Insight Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Sources: Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Webvan Group Inc)
No Liability. Notwithstanding anything any provision of this Agreement to the contrary in this Section 1.7contrary, neither none of the Exchange Agent, Parentparties hereto, the Surviving Corporation nor any party hereto or the Exchange Agent shall be liable to a holder any Person in respect of any shares of Parent Common Stock (or dividends or other distributions with respect thereto) or cash in lieu of any fractional shares of Parent Common Stock or Company Common Stock for any amount properly paid cash from the Exchange Fund, in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 4 contracts
Sources: Merger Agreement (Digimarc Corp), Merger Agreement (Merix Corp), Merger Agreement (L-1 Identity Solutions, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a any holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Sources: Agreement and Plan of Reorganization (Hemosense Inc), Agreement and Plan of Reorganization (Cholestech Corporation), Agreement and Plan of Reorganization (Inverness Medical Innovations Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Sources: Merger Agreement (C Bridge Internet Solutions Inc), Agreement and Plan of Reorganization (Carrier Access Corp), Agreement and Plan of Reorganization (New Era of Networks Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Sources: Merger Agreement (Cab-Tive Advertising, Inc.), Merger Agreement (Chiste Corp), Merger Agreement (Mail Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Sources: Merger Agreement (Primus Knowledge Solutions Inc), Agreement and Plan of Reorganization (Sybase Inc), Agreement and Plan of Reorganization (New Era of Networks Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.02, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder any person in respect of any shares of Parent Common Stock or Company Common Stock for any amount properly paid delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Sources: Merger Agreement (Micromuse Inc), Merger Agreement (Jupiter Communications Inc), Merger Agreement (About Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, neither the Exchange Agent, Parent, the Company, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Identix Inc), Agreement and Plan of Reorganization (Lau Acquisition Corp), Agreement and Plan of Reorganization (Viisage Technology Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, neither the Exchange Agent, Parent, the Surviving Corporation in the Company Merger nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Sources: Merger Agreement (Palm Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Handspring Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc), Agreement and Plan of Reorganization (Sirenza Microdevices Inc), Merger Agreement (Triangle Pharmaceuticals Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Paying Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Sources: Merger Agreement (Vitalstream Holdings Inc), Merger Agreement (Vitalstream Holdings Inc), Agreement and Plan of Merger (Internap Network Services Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (TechAlt, Inc.), Merger Agreement (Digital Insight Corp), Merger Agreement (Nannaco Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Red Hat Inc), Agreement and Plan of Reorganization (Concord Communications Inc), Merger Agreement (Citrix Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Pharsight Corp), Agreement and Plan of Merger (Inverness Medical Innovations Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.4, neither the Exchange Agent, Parent, the Surviving Corporation Parent nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 2 contracts
Sources: Merger Agreement (S1 Corp /De/), Merger Agreement (Fundtech LTD)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parentthe Intermediate Surviving Corporation, the Surviving Corporation Entity, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Merger Agreement (Pharmacopeia Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Epic Design Technology Inc /Ca/), Merger Agreement (Cybermedia Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.6., neither the Exchange Agent, Parent, Merger Sub nor the Surviving Corporation nor any party hereto Company shall be liable to a any holder of shares of Parent Company Common Stock or Company Parent Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Infocure Corp), Merger Agreement (Medical Dynamics Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock or Notes for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Ithaka Acquisition Corp), Agreement and Plan of Merger (Ithaka Acquisition Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Healtheon Corp), Merger Agreement (Va Linux Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, the Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Copper Valley Minerals LTD), Merger Agreement (K2 Digital Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.71.5, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Egghead Com Inc), Merger Agreement (Onsale Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (P Com Inc), Merger Agreement (Telaxis Communications Corp)
No Liability. Notwithstanding anything to the contrary set forth ------------ in this Section 1.7Agreement, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Remedy Corp), Merger Agreement (Peregrine Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a any holder of shares of Parent Common Series B Preferred Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Matria Healthcare Inc), Merger Agreement (Inverness Medical Innovations Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Series A Preferred Stock (or Parent Common Stock issuable upon conversion of Series A Preferred Stock) or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Multi Link Telecommunications Inc), Merger Agreement (Applied Spectrum Technologies Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock, Company Common Stock or Company Common Series B Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Xcarenet Inc), Merger Agreement (Healthcare Com Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Phazar Corp), Merger Agreement (Phazar Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, Agent nor Parent, Surviving Entity I or the Surviving Corporation Entity, nor any other party hereto hereto, shall be liable to a holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or Company Common Stock dividends or distributions with respect thereto) or any Contingent Value Right for any amount properly paid delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Aclara Biosciences Inc), Agreement and Plan of Merger and Reorganization (Virologic Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Section 1.7Agreement, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Market Leader, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.04(g), neither none of the Exchange Agent, Parent, Parent nor the Surviving Corporation nor any party hereto shall be liable to a any holder of shares of Company Common Stock for any such shares of Parent Common Stock (or Company Common Stock for any amount properly paid dividends or distributions with respect thereto), or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Hovnanian Enterprises Inc), Merger Agreement (Hovnanian Enterprises Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Accord Networks LTD), Merger Agreement (Polycom Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7------------ 1.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Avt Corp), Merger Agreement (Cirrus Logic Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, the Parent, the Surviving Corporation nor any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Eastern Enterprises), Merger Agreement (Energynorth Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither None of the Exchange Agent, Parent, Parent nor the Surviving Corporation nor any party hereto shall will be liable to a any holder of shares of Company Common Stock for any such shares of Parent Common Stock (or Company Common Stock for any amount properly paid dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Ackerley Group Inc), Merger Agreement (Clear Channel Communications Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Vignette Corp), Merger Agreement (Ondisplay Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.6., neither the Exchange Agent, Parent, Merger Sub nor the Surviving Corporation nor any party hereto Company shall be liable to a any holder of shares of Company Common Stock, Parent Common Stock or Company Common Parent Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (Practice Works Inc), Merger Agreement (Medical Dynamics Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Solectron Corp), Merger Agreement (Sun Microsystems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, neither Parent, the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock, Company Series A Preferred Stock or Company Common Stock Options for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Secure Computing Corp), Merger Agreement (McAfee, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.6, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto the Company shall be liable to a holder of shares of Parent Common Stock or Company Common Stock or holders of Employee Options or Company Warrants for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Israel Technology Acquisition Corp.), Merger Agreement (Israel Technology Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Juniper Partners Acquisition Corp.), Merger Agreement (Juniper Partners Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock Membership Interests for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Argonaut Technologies Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Section 1.7Agreement, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (International Network Services)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.07, neither the Exchange Agent, Parent, Acquiror, the Surviving Corporation nor any party hereto their respective affiliates shall be liable to a holder of shares of the Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Visx Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 1.9, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Realnetworks Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, neither of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.72.02, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock, Company Common Stock or Company Common Series C Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 3.6, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party Party hereto shall be liable to a holder of shares of Parent Common Stock or Surviving Corporation Common Stock, as the case may be, or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Infospace Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, neither the Exchange Agent, Guarantor, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Guarantor Common Stock Shares or the Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Innerdyne Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock, Parent Preferred Stock, Company Common Stock or Company Common Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (American Access Technologies Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.07, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Telcom Semiconductor Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, neither Parent, the Exchange Paying Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Nuance Communications, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 3.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party Party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Infospace Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto Party shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.73.7, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party Party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Infospace Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation Company nor CanCo nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parentthe Buyer, the Surviving Corporation nor any other party hereto shall be liable to a holder of shares of Parent Buyer Common Stock or Company Seller Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Colonial Gas Co)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Parent or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Starbase Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Innovative Tech Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither none of the Exchange Agent, the Parent, Surviving Entity, any other Subsidiary of the Surviving Corporation nor Parent or any party hereto shall be liable to a any holder of shares of Parent Common Company Capital Stock or Company Common Stock an Eligible Derivative Security for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Sources: Merger Agreement (Hologic Inc)
No Liability. Notwithstanding anything to the contrary set forth in this Section 1.7Agreement, neither none of the Exchange Agent, Parent, BV Sub, the Surviving Corporation nor or any other party hereto shall be liable to a holder of shares of Parent Common Stock or Stock, Company Common Stock Stock, Exchanged Options or Exchanged Warrants for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Laws.
Appears in 1 contract
Sources: Merger Agreement (Navteq Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.4, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Parent or any party hereto shall will be liable to a holder of shares of Parent Common Stock or Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Sources: Transaction Agreement (Dover Downs Gaming & Entertainment Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 1.8, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Medjet Inc)
No Liability. Notwithstanding anything to the contrary in any other provision of this Section 1.7Agreement, neither none of the Exchange Agent, Parent, Parent or the Surviving Corporation nor any party hereto shall be liable to a holder of Company Stockholder for any shares of Parent Common Stock or Company Common Stock for any amount of cash properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation Corporation, the Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.73.4, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Parent or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Sources: Transaction Agreement (S1 Corp /De/)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, any other Subsidiary of Parent or any party hereto shall be liable to a any holder of shares of Parent Common Company Capital Stock or Company Common Stock an Eligible Derivative Security for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Sources: Merger Agreement (Hologic Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.72.7, neither the Exchange Payment Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither none of the Exchange Agent, Parent, Parent and the Surviving Corporation nor any party hereto Company shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Peoplesoft Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Target Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Onvia Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6(g), neither the Exchange Paying Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Mediabin Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.4, neither none of the Parent, Company, Exchange Agent, Parentthe Escrow Agent, the Surviving Corporation nor or any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Tickets Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Preferred Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Parent Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.7(f), neither the Exchange Paying Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Sciquest Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, neither none of the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.. 1.9
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Peregrine Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither the Exchange Agent, Parent, the Surviving Corporation Company nor any party other Party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock LLC Membership Interests for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither the Exchange Agent, Parent, the Surviving Corporation Exchange Agent nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Tibco Software Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Services Acquisition Corp. International)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.5, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock Ordinary Shares or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither none of the Exchange Agent, Parent, the Surviving Corporation nor or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Summit Design Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, neither none of the Parent, the Exchange Agent, Parent, the Surviving Corporation nor Corporation, or other any party hereto hereto, or any officer, agent or representative thereof, shall be liable to a holder of shares of Parent Common Stock or Company Common Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.4, neither the Exchange Agent, Parent, the Surviving Corporation Buyer nor any party hereto shall be liable to a holder of shares of Parent Buyer Common Stock or Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Perrigo Co)