No Further Ownership. (a) Until surrendered as contemplated by Section 2.2, each certificate representing shares of Company Common Stock and each Option and Warrant shall be deemed, at and after the Effective Time, to represent only the right to receive upon such surrender cash and Parent Common Stock as contemplated by this Article II, the Certificate of Merger and the California Statute.
(b) No dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to such shares and no cash payment in lieu of fractional shares shall be paid to any such holder until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of unclaimed property, escheat and other applicable Laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to shares of Parent Common Stock issued to the holder on the Closing Date; and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock held by the holder as of the applicable record date.
(c) The Merger Consideration paid in respect of the surrender of Options, Warrants and certificates representing shares of Company Common Stock in accordance with the provisions of this Article II and the Certificate of Merger shall be deemed to have been paid in full satisfaction of all rights pertaining to such Options, Warrants and shares of Company Common Stock. From and after the Effective Time the stock transfer books of the Company shall be closed and no transfer of any capital stock thereof shall thereafter be made. If, after the Effective Time, Warrants or certificates for the Company Common Stock are presented to the Company, they shall be canceled and exchanged for certificates representing the appropriate number of Shares of Parent ...
No Further Ownership. Rights in Shares of Company Common Stock or Parent Common Stock. All shares of Holdco Common Stock issued and cash paid upon conversion of shares of Company Common Stock or Parent Common Stock in accordance with the terms of Article II and this Article III shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to shares of the Company Common Stock or Parent Common Stock.
No Further Ownership. Rights in Data Labs Common Stock or Data Labs ------------------------------------------------------------------ Preferred Stock. At the Effective Time, each holder of an outstanding --------------- certificate or certificates for shares of Data Labs Common Stock or Data Labs Preferred Stock shall cease to have any rights as a shareholder of Data Labs, except such rights, if any, as such holder may have with respect to Dissenting Shares (as hereinafter defined). All shares of Yurie Common Stock issued upon the surrender for exchange of shares of Data Labs Common Stock or Data Labs Preferred Stock in accordance with the terms hereof, including any cash paid pursuant to Sections 2.6(c) and 2.5, shall be deemed to have been issued in full satisfaction of al rights pertaining to such shares of Data Labs Common Stock or Data Labs Preferred Stock, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Data Labs Common Stock or Data Labs Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Data Labs Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.6.
No Further Ownership. Rights in Capital Stock of the Company. All FTI Common Stock (including FTI Common Stock delivered pursuant to Section 1.4(b) but withheld) issued or issuable upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and following the Effective Time, the holders of any Company Stock Certificates shall have no further rights to, or ownership in, such Company Common Stock. After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, a Company Stock Certificate is presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.5. In no event shall FTI be obligated to issue shares of FTI Common Stock in excess of the aggregate Merger Consideration.
No Further Ownership. Immediately following the Closing Date, Seller does not own (i) any shares of equity or other voting securities of the Company, (ii) any securities of the Company convertible into or exchangeable for shares of equity or other voting securities of the Company, (iii) any options or other rights to acquire from the Company, or any obligation of the Company to issue or sell, equity or other voting securities of the Company, or securities of the Company convertible into or exchangeable for such equity or voting securities, and (iv) any equity equivalents, interests in the ownership or earnings, rights to participate in the election of directors or other similar rights of or with respect to the Company.
No Further Ownership. Following the transfer of the Securities to the Buyer hereunder, the Seller will no longer hold any debt or equity interest in the either Issuer.
No Further Ownership. 4 2.7 The Closing...........................................................5 ARTICLE III - Intentionally omitted............................................5
No Further Ownership. (a) Until surrendered as contemplated by Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender (i) the certificates representing the Initial Shares, (ii) subject to the Escrow Agreement, the right to receive Reserved Shares and (iii) subject to any forfeiture pursuant to either the Xxxxxxx Xxxx Employment Agreement or Section 10.11, the Additional Shares and, in each case, cash in lieu of any fractional shares.
(b) No dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to such shares and no cash payment in lieu of fractional shares shall be paid to any such holder until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of unclaimed property, escheat and other applicable Laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to shares of Parent Common Stock issued to the holder on the Closing Date and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock held by the holder as of the applicable record date.
No Further Ownership. As of the Effective Time, all Class B Members shall cease to have any right, title or interest in and to the Company, other than (i) the right to receive the Merger Consideration as and when payable under this Agreement or (ii) Appraisal Rights and the right to receive that portion of the Merger Consideration related to Class B Capital (if applicable) as and when payable under this Agreement, as the case may be.
No Further Ownership. Rights in Units or Transfers; Distributions with Respect to Unexchanged Shares.
(a) The Stock Consideration, when issued in accordance with the terms of this Agreement, shall be deemed to have been delivered, issued and paid in full satisfaction of all Members’ rights relating to the Units. From and after the Effective Time, (i) all holders of Units shall cease to have any rights as equity holders of the Company other than the right to receive the Stock Consideration issuable to such holders under this Agreement, (ii) all holders of Company Convertible Notes, if any, shall cease to have any rights as debt or equity holders of the Company other than the right to receive the Convertible Note Consideration, and (iii) the Unit transfer books of the Surviving Company shall be closed, and there shall be no further registration of transfers on the Unit transfer books of the Surviving Company of the limited liability company interests in the Company that were outstanding immediately prior to the Effective Time. For the avoidance of doubt, the parties acknowledge and agree that, until a Joinder Agreement is executed and delivered to the Company by the applicable Member as contemplated by Section 2.8 above, each Unit of, and Company Convertible Note held by, such Member shall be deemed, from and after the Effective Time, to represent only the right to receive the applicable Per Unit Merger Consideration, subject to the terms and conditions of this Agreement.
(b) No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Unit or Company Convertible Note until the holder of record of such Unit or Company Convertible Note shall deliver a properly executed Joinder Agreement in accordance with Section 2.8.
