Undistributed Exchange Fund Sample Clauses

Undistributed Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the Company Common Shareholders (other than the holders of Specified Company Shares) or the holders of any outstanding Company Stock Options or Company RSUs, for six (6) months after the Closing Date shall be delivered to Parent, and any such Person, to the extent such Person has not theretofore complied with this Section 3.3 shall thereafter look only to Parent for, and Parent shall remain liable for, the Per Share Merger Consideration or the Option Consideration, as the case may be, to which such Person is entitled pursuant to this Agreement. Any such portion of the Exchange Fund remaining unclaimed by the Company Common Shareholders (other than the holders of Specified Company Shares) or the holders of any outstanding Company Stock Options or Company RSUs for five (5) years after the Closing Date (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority) shall, to the extent permitted by Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

Undistributed Exchange Fund. (a) Any portion of the Exchange Fund that remains undistributed to the Policyholders and/or Selling Stockholders for twelve (12) months after the Closing Date shall be delivered to PRA, on demand, and the Exchange Agent’s duties with respect to the Exchange Fund hereunder shall terminate. Thereafter and subject to applicable abandoned property, escheat and similar laws, each Policyholder and/or Selling Stockholder that has not yet received the distribution to which it is entitled to pursuant to this Agreement and the Plan of Conversion may contact PRA and PRA shall pay or deliver to such Policyholder and/or Selling Stockholder the consideration to which it is entitled. (b) Any portion of the Contingent Consideration Exchange Fund that remains undistributed to the Selling Stockholders for twelve (12) months after December 31, 2023 shall be delivered to PRA, on demand, and the Exchange Agent’s duties with respect to the Contingent Consideration Exchange Fund hereunder shall terminate. Thereafter and subject to applicable abandoned property, escheat and similar laws, each Selling Stockholder that has not yet received the distribution to which it is entitled to pursuant to this Agreement and the Plan of Conversion may contact PRA and PRA shall pay or deliver to such Selling Stockholder the consideration to which it is entitled.

Undistributed Exchange Fund. Any portion of the Exchange Fund, together with any dividends or distributions payable in respect thereof pursuant to Section 2.3 hereof, which remains undistributed to the former holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon its request, and any such former holders who have not theretofore surrendered to the Exchange Agent their certificates in compliance with this Article II shall thereafter look only to Parent for payment of their claim for the applicable Merger Consideration and any dividends or distributions with respect thereto (in each case, without interest thereon). None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Undistributed Exchange Fund. 7 Section 2.6

Undistributed Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Shares nine (9) months after the Effective Time shall be delivered to Parent, upon demand, and shall, to the extent permitted by Law, become the property of Parent, free and clear of all claims or interests of any Person previously entitled thereto.

Undistributed Exchange Fund. Any portion of the Exchange Fund that remains undistributed to Securityholders as of the date 180 days after the Effective Time shall be delivered to Gene Logic upon demand, and any Stockholders who have not theretofore surrendered their Company Stock Certificates and any Option Holders who have not theretofore submitted the documentation required, in each case in accordance with this Section 1.6, shall thereafter look only to Gene Logic for satisfaction of their claims for the portion of Aggregate Merger Consideration or Aggregate Option Share Price to which such Stockholder or Option Holder otherwise is entitled pursuant hereto.

Undistributed Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Shares twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and each Stockholder whose Shares were converted pursuant to Section 1.5(c) into the right to receive Parent Common Stock with respect thereto and any dividends or distributions payable pursuant to Section 1.6(b) shall thereafter look only to Parent for satisfaction of their claims for the Merger Consideration, in each case, without any interest thereon.

Undistributed Exchange Fund. 25 4.10 Withholding ...........................................................................................................25 ARTICLE 5