No Further Ownership Rights in Capital Stock. Until surrendered as contemplated by this Section 2.10, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Common Share Amount in respect of the Shares formerly represented by such Certificate as contemplated by this Section 2.10. All cash paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares represented by such Certificates. After the Effective Time, there shall be no further registration of transfers of Shares on the records of the Company, and if Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided for, and in accordance with the procedures set forth, in this Article II.
No Further Ownership Rights in Capital Stock. Until surrendered as contemplated by this Section 2.10, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in respect of the Shares formerly represented by such Certificate as contemplated by this Section 2.10. All cash paid and shares of Parent Common Stock delivered upon the surrender for exchange of Certificates or the conversion of Book-Entry Shares in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares represented thereby. After the Effective Time, there shall be no further registration of transfers of Shares on the records of the Company, and if Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided for, and in accordance with the procedures set forth, in this Article II.
No Further Ownership Rights in Capital Stock. The Merger Consideration paid upon the surrender for exchange of certificates representing shares of Capital Stock in accordance with the terms of this Article II and Section 9.5 below shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such shares theretofore represented by such certificates.
No Further Ownership Rights in Capital Stock. The consideration paid in accordance with the terms hereof (including the Escrow Funds) shall be deemed to have been paid in full satisfaction of all rights pertaining to the Company Stock (including any rights to receive accrued but unpaid dividends or any liquidation preference on the Company Stock, if any), the Options and the Warrants, and, from and after the Effective Time, the Stockholders, Optionholders and Warrantholders shall cease to have any rights with respect to the shares of Company Stock (including any rights to receive any accrued but unpaid dividends or any liquidation preference on such shares, if any), Options and Warrants, as applicable, except as otherwise expressly provided for in this Agreement and, if applicable, the Escrow Agreement. At the Effective Time, the stock transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Stock. If, after the Effective Time, Company Stock Certificates are presented to Parent or the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided and in accordance with this Agreement.
No Further Ownership Rights in Capital Stock. All shares delivered upon the surrender of Certificates in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of capital stock theretofore represented by such Certificates, and there shall be no further registration of transfers on the stock transfer books of the Harveys Surviving Corporation of the shares of capital stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Harveys Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article III, except as otherwise provided by law.
No Further Ownership Rights in Capital Stock. All cash paid upon the surrender of Certificates in accordance with the terms of Section 1.06(a) and Section 1.07(d) shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates. At the close of business on the day on which the Effective Time occurs, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificate is presented to the Surviving Corporation or Paying Agent for any reason, it shall be canceled against delivery of cash to the holder thereof as provided in this ARTICLE I.
No Further Ownership Rights in Capital Stock of the Companies. All USFloral Common Stock and cash to be delivered (including USFloral Common Stock delivered pursuant to Section 3.2(b) but withheld) upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such shares of Company Common Stock, and following the Effective Time the Certificates shall have no further rights to, or ownership in, shares of capital stock of either Company. There shall be no further registration of transfers on the stock transfer books of the respective Surviving Corporation of the shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporations for any reason, they shall be canceled and exchanged as provided in this Section 2.3.
No Further Ownership Rights in Capital Stock. The Merger Consideration, if any, paid or payable, upon the surrender for exchange of shares of Capital 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 Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Capital Stock that were outstanding immediately prior to the Effective Time.
No Further Ownership Rights in Capital Stock. All cash paid or payable following the surrender for exchange of shares of Capital Stock in accordance with the terms hereof shall be so paid or payable in full satisfaction of all rights pertaining to such shares of Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Capital Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificate is presented to the Surviving Corporation for any reason, such Certificate shall be canceled and exchanged as provided in this Article 4.
No Further Ownership Rights in Capital Stock. The Class A Merger Consideration, the Class B Merger Consideration or the Option Merger Consideration, as appropriate, paid in accordance with the terms of this Article II will be deemed to have been delivered and paid in full satisfaction of all rights pertaining to such share of Class A Common Stock, Class B Common Stock or Conversion Option, as appropriate. From and after the Effective Time, (i) each holder of Share Certificates will cease to have any rights as a Company Stockholder other than the right to receive the aggregate Class A Merger Consideration or Class B Merger Consideration, as appropriate, to which such Person is entitled under this Agreement; and (ii) each holder of an Option will cease to have any rights other than, in the case of Eligible Option Holders, the right to receive the aggregate Option Merger Consideration to which such Person is entitled. At the Effective Time, the stock transfer books of the Company will be closed with respect to all shares of Class A Common Stock and Class B Common Stock and all Options outstanding immediately prior to the Effective Time. From and after the Effective Time, there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Class A Common Stock, Class B Common Stock or Options that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any certificates formerly representing shares of Class A Common Stock, Class B Common Stock or Options are presented to the Surviving Corporation, Parent or the Exchange Agent for any reason, they will be canceled and exchanged as provided in this Article II.
