Common use of Unclaimed Consideration Clause in Contracts

Unclaimed Consideration. Each Company Securityholder who does not comply with the exchange procedures set forth in and contemplated by this Section 1.4 shall look only to Acquirer (subject to abandoned property, escheat and similar Applicable Law) for its claim, only as a general unsecured creditor thereof, to any portion of the Merger Consideration issuable or payable pursuant to Section 1.3(a). Notwithstanding anything to the contrary contained herein, if any Company Securityholder has not submitted a Letter of Transmittal on the Business Day prior to the date on which the applicable portion of the Merger Consideration issuable or payable to such Company Securityholder pursuant to Section 1.3(a) would otherwise escheat to, or become the property of, any Governmental Entity, any amounts issuable or payable to such Company Securityholder pursuant to Section 1.3(a) shall, to the extent permitted by Applicable Law, become the property of Acquirer, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Sources: Merger Agreement (Veracyte, Inc.)

Unclaimed Consideration. Each Company Securityholder Stockholder who does not comply with the exchange procedures set forth in and contemplated by this Section 1.4 shall look only to Acquirer (subject to abandoned property, escheat and similar Applicable Law) for its claim, only as a general unsecured creditor thereof, to any portion of the Merger Consideration issuable or payable pursuant to Section 1.3(a). Notwithstanding anything to the contrary contained herein, if any Company Securityholder Stockholder has not submitted a Letter of Transmittal on the Business Day prior to the earlier of the first anniversary of the Effective Time and such date on which the applicable portion of the Merger Consideration issuable or payable to such Company Securityholder Stockholder pursuant to Section 1.3(a) would otherwise escheat to, or become the property of, any Governmental Entity, any amounts issuable or payable to such Company Securityholder Stockholder pursuant to Section 1.3(a) shall, to the extent permitted by Applicable Law, become the property of Acquirer, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Castle Biosciences Inc)

Unclaimed Consideration. Each Company Securityholder holder of a Certificate who does has not comply theretofore complied with the exchange procedures set forth in and contemplated by this Section 1.4 shall look only to Acquirer (subject to abandoned property, escheat and similar Applicable Law) for its claim, only as a general unsecured creditor thereof, to any portion of the Merger Consideration payable or issuable or payable pursuant to Section 1.3(a)) in respect of such Certificate. Notwithstanding anything to the contrary contained herein, if any Company Securityholder Certificate has not submitted a Letter of Transmittal on the Business Day been surrendered prior to the such date on which the applicable portion of the Merger Consideration payable or issuable or payable to such Company Securityholder pursuant to Section 1.3(a) in respect of such Certificate would otherwise escheat to, or become the property of, any Governmental Entity, any amounts issuable or payable to in respect of such Company Securityholder pursuant to Section 1.3(a) Certificate shall, to the extent permitted by Applicable Law, become the property of Acquirer, free and clear of all claims or interests of any Person previously entitled thereto.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Marin Software Inc)