Return to Parent Clause Samples

Return to Parent. Any shares of Parent Common Stock made available to the Exchange Agent and any portion of the Shares Trust not exchanged for Certificates within six months after the Effective Time and any dividends and distributions held by the Exchange Agent for payment or delivery to the holders of unsurrendered Certificates formerly representing shares of Company Common Stock and unclaimed at the end of such six month period shall be redelivered or repaid by the Exchange Agent to Parent, after which time any holder of Certificates who has not theretofore delivered or surrendered such Certificates to the Exchange Agent, subject to applicable law, shall look as a general creditor only to Parent for payment of the Merger Consideration, cash in lieu of fractional share interests, and any such dividends or distributions with respect to its shares of Parent Common Stock. Notwithstanding the foregoing, none of Parent, the Exchange Agent, the Surviving Corporation or any other party shall be liable to any holder of a Certificate formerly representing shares of Company Common Stock for any Merger Consideration, cash in lieu of fractional share interests or dividends or distributions properly delivered to a public official pursuant to applicable property, escheat or similar laws. If Certificates are not surrendered prior to two years after the Effective Time, unclaimed Merger Consideration (or funds with respect to fractional shares) payable with respect to such shares of Company Common Stock shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.
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Return to Parent. The Disbursing Agent will redeliver or repay to Parent any cash made available to the Disbursing Agent and not exchanged for Certificates within twelve (12) months after the Effective Time. After such time any holder of Certificates who has not yet delivered or surrendered such Certificates to the Disbursing Agent, subject to applicable law, will look as a general creditor only to Parent for payment of the applicable Conversion Payment. Despite any provision of this Agreement, to the fullest extent permitted by applicable law, neither Parent, the Disbursing Agent, Surviving Corporation, the Shareholders’ Representative, nor any other party will be liable to any holder of Company Shares for any cash delivered to a public official according to applicable abandoned property, escheat, or similar law.
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Return to Parent. Any cash made available to the Disbursing Agent and not exchanged for Certificates (or affidavits regarding lost, stolen or destroyed Certificates pursuant to Section 2.4.6 below) within twelve (12) months after the Effective Time shall be redelivered or repaid by the Disbursing Agent to Parent. After such time any holder of Certificates who has not theretofore delivered or surrendered such Certificates to the Disbursing Agent, subject to applicable law, shall look as a general creditor only to Parent for payment of the applicable Conversion Payment. Notwithstanding any provision of this Agreement, to the fullest extent permitted by applicable law, none of Parent, the Disbursing Agent, the Surviving Corporation, the Stockholders’ Representatives, or any other party hereto shall be liable to any holder of Company Shares for any cash delivered to a public official pursuant to applicable abandoned property, escheat, or similar law.
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Return to Parent. Any shares of Parent Common Stock made available to the Exchange Agent and any portion of the Shares Trust not exchanged for Certificates within six months after the Effective Time and any dividends and distributions held by the Exchange Agent for payment or delivery to the holders of unsurrendered Certificates representing Shares and unclaimed at the end of such six-month period shall be redelivered or repaid by the Exchange Agent to Parent, after which time any holder of a Certificate who has not theretofore delivered or surrendered such Certificate to the Exchange Agent, subject to applicable law, shall look as a general creditor only to Parent for payment of the Merger Consideration, cash in lieu of fractional share interests to be paid pursuant to Section 3.3 hereof, and any such dividends or distributions. Notwithstanding the foregoing, none of Parent, the Exchange Agent, the Surviving Corporation or any other party shall be liable to a holder of Shares for any Merger Consideration, cash in lieu of fractional share interests to be paid pursuant to Section 3.3 hereof or dividends or distributions delivered to a public official pursuant to applicable escheat laws.
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Return to Parent. The Exchange Agent will redeliver or repay to Parent any cash made available to the Exchange Agent and not exchanged for Certificates within 12 months after the Effective Time. After such time any holder of Certificates who has not yet delivered or surrendered such Certificates to the Exchange Agent, subject to applicable law, will look as a general creditor only to Parent for payment of the applicable Conversion Payment. Despite any provision of this Agreement, to the fullest extent permitted by applicable law, neither Parent, the Exchange Agent, Surviving Corporation, the Stockholders’ Representative, nor any other party will be liable to any holder of Company Shares for any cash delivered to a public official according to applicable abandoned property, escheat, or similar law.
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Return to Parent. The Exchange Agent will redeliver or repay to Parent any cash or Parent Common Shares made available to the Exchange Agent and not disbursed to the registered holders of record of Company Shares or Optionholders within twelve (12) months after the Effective Time. After such time any such holder who has not yet been paid the applicable portion of the Merger Consideration or Option Consideration to which the holder is entitled under this Article III, subject to applicable Law, will look as a general creditor only to Parent for payment of the applicable portion of the Merger Consideration or Option Consideration, as applicable. Despite any provision of this Agreement, to the fullest extent permitted by applicable Law, none of Parent, the Exchange Agent, Surviving Company, or any other Person will be liable to any holder of Company Shares or In-the-Money Options, as applicable, for any cash delivered to a public official according to applicable abandoned property, escheat, or similar law. Any portion of the Merger Consideration or Option Consideration remaining unclaimed by Company Stockholders or Optionholders, as applicable, twelve (12) months after the Effective Time (or such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by Applicable Law, the property of Surviving Company free and clear of any claim or interest of any Person previously entitled thereto.
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Related to Return to Parent

  • Payment of Special Counsel Fees Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

  • Confirmation to the Company If acting as sales agent hereunder, the Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has placed Shares hereunder setting forth the number of shares sold on such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Complete Portfolio Holdings From Shareholder Reports Containing a Summary Schedule of Investments; and

  • Signature on Returns; Partnership Representative (a) The Owner Trustee shall sign, on behalf of the Trust, the tax returns of the Trust. (b) If the Trust entity were classified as a partnership for federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be designated the “partnership representative” of the Trust under Section 6223(a) of the Code and any corresponding provision of State law (and as the tax matters partner for any applicable State tax purposes) to the extent permitted under law. The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to), to the extent eligible, make the election under Section 6221(b) of the Code (and any corresponding provision of State law) with respect to determinations of adjustments at the partnership level and take any other action such as disclosures and notifications necessary to effectuate such election (including working with the Depositor to designate any designated individual required under the law). If the election described in the preceding sentence is not available, to the extent applicable, the Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) make the election under Section 6226(a) of the Code (and any corresponding provision of State law) with respect to the alternative to payment of imputed underpayment by partnership and take any other action such as filings, disclosures and notifications necessary to effectuate such election. Notwithstanding the foregoing, the Issuer, Depositor and Administrator are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificateholder and, if different, each beneficial owner of a Certificate, shall promptly provide the Issuer, Depositor and Administrator any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code or otherwise due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State law).