Common use of No Further Ownership Rights in Capital Stock of the Company Clause in Contracts

No Further Ownership Rights in Capital Stock of the Company. All ----------------------------------------------------------- USOP Common Stock delivered 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 the Company or the Surviving Corporation. There shall be no further registration of transfers on the stock transfer books of the 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 Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.3.

No Further Ownership Rights in Capital Stock of the Company. All ----------------------------------------------------------- USOP Parent Common Stock delivered upon the surrender for exchange of shares of Company Preferred Stock or 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 Preferred Stock or Common Stock, and following the Effective Time, the Certificates shall have no further rights to, or ownership in, shares of capital stock of the Company or the Surviving CorporationCompany. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Preferred Stock or Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.32.

No Further Ownership Rights in Capital Stock of the Company. All The ----------------------------------------------------------- USOP Common Stock Merger Consideration to be delivered 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 the Company or the Surviving CorporationCompany. There shall be no further registration of transfers on the stock transfer books of the 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 Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.32.

No Further Ownership Rights in Capital Stock of the Company. All ----------------------------------------------------------- USOP Common Stock Merger Consideration to be delivered 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 the Company or the Surviving CorporationCompany. There shall be no further registration of transfers on the stock transfer books of the 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 Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.31.5.

No Further Ownership Rights in Capital Stock of the Company. All ----------------------------------------------------------- USOP Parent Common Stock delivered upon the surrender for exchange of shares of Company Preferred Stock or 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 Preferred Stock or Common Stock, and following the Effective Time, the Certificates shall have no further rights to, or ownership in, shares of capital stock of the Company or the Surviving CorporationCompany. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Preferred Stock or Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.34.

No Further Ownership Rights in Capital Stock of the Company. All The ----------------------------------------------------------- USOP Common Stock Merger Consideration to be delivered 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 the Company or the Surviving CorporationCompany. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company 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 Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.32.

No Further Ownership Rights in Capital Stock of the Company. All ----------------------------------------------------------- USOP shares of Buyer Common Stock to be delivered upon the surrender for exchange of Certificates representing the 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 Stockshares, and following the Effective Time, the Certificates Stockholders shall have no further rights to, or ownership in, shares of capital stock of the Company or the Surviving Corporation. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.32.1.

No Further Ownership Rights in Capital Stock of the Company. All ----------------------------------------------------------- USOP Parent Common Stock delivered 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 the Company or the Surviving CorporationCompany. There shall be no further registration of transfers on the stock transfer books of the 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 Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.32.

No Further Ownership Rights in Capital Stock of the Company. All ----------------------------------------------------------- USOP MemberWorks Common Stock and cash to be delivered 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 Former Company Stockholders shall have no further rights to, or ownership in, shares of capital stock of the Company or the Surviving CorporationCompany. There shall be no further registration of transfers on the stock transfer books of the 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 Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.31.7.