No Further Ownership Rights in Capital Stock of the Company. 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 the Company. 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 2.3.
Appears in 4 contracts
Samples: Merger Agreement (U S a Floral Products Inc), Agreement and Plan of Reorganization (U S a Floral Products Inc), Agreement and Plan of Reorganization (U S a Floral Products Inc)
No Further Ownership Rights in Capital Stock of the Company. 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 the Company. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Corporations 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 a Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.3.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (U S a Floral Products Inc)
No Further Ownership Rights in Capital Stock of the Company. 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 Partner 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 Partner Common Stock, and following the Effective Time the Certificates shall have no further rights to, or ownership in, shares of capital stock of the CompanyPartners. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Partner 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 2.3.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (U S a Floral Products Inc)
No Further Ownership Rights in Capital Stock of the Company. 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 StockStock and, and following the Effective Time Time, the Certificates shall have no further rights to, or ownership in, shares of capital stock of the Company. 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 that 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 2.3.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (U S a Floral Products Inc)
No Further Ownership Rights in Capital Stock of the Company. All USFloral Common Stock and cash to be delivered (including USFloral Parent 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 Time, the Certificates shall have no further rights to, or ownership in, shares of capital stock of the CompanyCompany Capital Stock. 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 2.32.
Appears in 1 contract