Common use of Termination of Entitlement Clause in Contracts

Termination of Entitlement. Upon demand by Parent, any shares of Parent Common Stock and any amounts payable pursuant to Section 4.2(d) that remain unclaimed by former shareholders of the Company for one year after the Effective Time shall be paid or transferred to Parent. Any holders of Common Shares who have not theretofore complied with this Article IV shall thereafter look only to Parent for payment of the Merger Consideration and any cash, dividends and other distributions in respect thereof payable and/or issuable pursuant to Section 4.1, Section 4.2(b) and Section 4.2(d) upon due surrender of their Certificates, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, Merger Sub, the Surviving Corporation, the Exchange Agent or any other Person shall be liable to any former holder of Common Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. If any Certificates shall not have been surrendered immediately prior to the date on which any payment pursuant to this Article IV would otherwise escheat to or become property of any Governmental Entity, the payment in respect of such Certificate shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interests of any Person previously entitled thereto.