No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital 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 cancelled and exchanged substantially as provided in this Section 2.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization, Services Agreement (Netratings Inc), Services Agreement (Netratings Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon All consideration paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) hereof, shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital 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 cancelled canceled and exchanged substantially as provided in this Section 2.Article I.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Commerce One Inc), Agreement and Plan of Reorganization (E Piphany Inc), Agreement and Plan of Reorganization (Intraware Inc)
No Further Ownership Rights in Company Capital Stock. The Any and all Merger Consideration delivered upon the surrender for issued or paid in exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation Company of shares of Company Capital 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 cancelled canceled and exchanged substantially as provided in this Section 2Article 1.
Appears in 3 contracts
Samples: Merger Agreement and Plan (Google Inc.), Merger Agreement and Plan of Reorganization (Celsius Holdings, Inc.), Merger Agreement and Plan of Reorganization (Celsius Holdings, Inc.)
No Further Ownership Rights in Company Capital Stock. The All Merger Consideration delivered paid upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital 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 cancelled canceled and exchanged substantially as provided in this Section 2Article 1.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (California Culinary Academy Inc), Agreement and Plan of Merger (Career Education Corp)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration merger consideration paid or delivered upon in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and from and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation Company of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates or Company Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2.Article I.
Appears in 3 contracts
Samples: Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends dividends, distributions or distributionscash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital 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 cancelled canceled and exchanged substantially as provided in this Section 2.Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Zygo Corp), Agreement and Plan of Reorganization (Bio Technology General Corp)
No Further Ownership Rights in Company Capital Stock. The Merger portion of the Total Consideration delivered upon paid or payable in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation Entity of shares of Company Capital Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Corporation Entity for any reason, they shall be cancelled and exchanged substantially as provided in this Section 2.Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Linkedin Corp), Agreement and Plan of Merger (Linkedin Corp)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon stock amounts paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation or the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 21.7.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Logitech International Sa), Agreement and Plan of Merger (Actividentity Corp)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Company or the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Company or the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2.Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EnteroMedics Inc), Agreement and Plan of Merger (EnteroMedics Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered All consideration paid upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Merger 1 Effective Time. If, after the Merger 1 Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration consideration delivered upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued delivered in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there . There shall be no further registration of transfers on the records stock transfer books of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective TimeTime of the Merger. If, after the Effective TimeTime of the Merger, Certificates certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged substantially canceled as provided in this Section 2ARTICLE II.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Credence Systems Corp)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Company Capital Stock Common Shares, in accordance with the terms hereof (including any dividends or distributions) hereof, shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital StockCommon Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which such Common Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates certificates evidencing Common Shares are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2.Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alliance Healthcard Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued delivered in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Interim Surviving Corporation or the Payment Agent of shares of Company Capital 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 cancelled and exchanged substantially as provided in this Section 2.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered paid pursuant to the Merger upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) hereof, shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital 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 cancelled canceled and exchanged substantially as provided in this Section 2.Article I.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered All consideration paid upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Merger Effective Time. If, after the Merger Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Usa Technologies Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged substantially as provided in this Section 2.Article I.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The portion of the Merger Consideration delivered issued upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares Company of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates certificates representing Company Capital Stock are presented to the Company or the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2Article 1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sirf Technology Holdings Inc)
No Further Ownership Rights in Company Capital Stock. The All Liquidation Preference or Merger Consideration delivered distributed upon the surrender for exchange of shares of Company Capital Stock Certificates in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2.Article I. (l)
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The Merger portion of the Total Consideration delivered upon paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2.ARTICLE I.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Interim Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Interim Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Limelight Networks, Inc.)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered merger consideration issued upon the surrender for exchange of shares of Company Capital Common Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation Company of shares of Company Capital Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates certificates representing Company Capital Stock are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2Article 1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Webex Communications Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Final Surviving Corporation Entity of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Final Surviving Corporation Entity for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2.Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon All cash paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates certificates representing Company Capital Stock are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged substantially as provided on the terms and subject to the conditions set forth in this Section 21.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Macneal Schwendler Corp)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered All cash or other consideration paid upon the surrender for exchange of shares of Company Capital Stock Shares, Options and Warrants in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital StockShares, Options and Warrants, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock Shares 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 cancelled and exchanged substantially as provided in this Section 2ARTICLE II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Acorda Therapeutics Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) of this Agreement shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the First-Step Surviving Corporation Company of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the First-Step Surviving Corporation Company for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2Article II.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Square, Inc.)
No Further Ownership Rights in Company Capital Stock. The Merger ---------------------------------------------------- Consideration delivered upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital 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 cancelled and exchanged substantially as provided in this Section 2.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Netratings Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered cash amounts and share amounts, if any, paid or payable upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital 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 cancelled canceled and exchanged substantially as provided in this Section 2ARTICLE II.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon consideration paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Interim Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Interim Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Supergen Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon All consideration paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Interim Surviving Corporation Entity of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Interim Surviving Corporation Entity or the Final Surviving Entity for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2Article II.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered paid or payable upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which that were outstanding immediately prior to at the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged substantially as provided returned to the presenter for exchange in this accordance with the exchange procedures set forth in Section 21.8.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered issued upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributionscash paid in respect thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there . There shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital 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 cancelled and exchanged substantially as provided in this Section 2Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mindspeed Technologies, Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon consideration paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sirenza Microdevices Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon consideration paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2.ARTICLE I.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The Merger ---------------------------------------------------------- Consideration delivered to be issued pursuant to Section 1.2 above upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2.Article I.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gateway International Holdings Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered paid or payable upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Interim Surviving Corporation of shares of Company Capital Stock which that were outstanding immediately prior to at the First Effective Time. If, after the First Effective Time, Company Stock Certificates are presented to the Interim Surviving Corporation or the Final Surviving Entity for any reason, they shall be cancelled and exchanged substantially as provided returned to the presenter for exchange in accordance with the exchange procedures set forth in this Section 22.9.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (American Well Corp)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Final Surviving Corporation Entity of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Final Surviving Corporation Entity for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2.ARTICLE I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
No Further Ownership Rights in Company Capital Stock. The Merger ------------------------------------------------------ Consideration delivered to be issued pursuant to Section 1.2 above upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2.Article I.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gateway International Holdings Inc)
No Further Ownership Rights in Company Capital Stock. The Stockholder Merger Consideration delivered Consideration, if any, paid or payable upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital 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 cancelled and exchanged substantially as provided in this Section 2.ARTICLE I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harris Stratex Networks, Inc.)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered issued upon the surrender for exchange of shares of Company Capital Stock Certificates in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially for the appropriate portion of the Merger Consideration as provided in this Section 2.Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Pixelworks Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Company Capital Stock the Shares in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital StockShares, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock the Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates for the Shares are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Big v Supermarkets Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered paid upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) cash paid in lieu of fractional shares), shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, Stock and there shall be no further registration of transfers on the records of the Surviving Corporation Company of shares of Company Capital 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 cancelled canceled and exchanged substantially as provided in this Section 22.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tickets Com Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered issued upon the surrender for exchange of shares of Company Capital Stock Certificates in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2.Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Flir Systems Inc)
No Further Ownership Rights in Company Capital Stock. The Upfront Merger Consideration and Escrow Consideration delivered upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital 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 cancelled and exchanged substantially as provided in this Section Article 2.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered All amounts paid, and all shares of Parent Common Stock issued, upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there . There shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital 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 cancelled canceled and exchanged substantially as provided in this Section 22.6.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (PMC Sierra Inc)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon All consideration paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Interim Surviving Corporation Entity of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Interim Surviving Corporation Entity or the Final Surviving Entity for any reason, they shall be cancelled canceled and exchanged substantially as provided in this Section 2Article II.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered All consideration paid upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital 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 cancelled canceled and exchanged substantially as provided in this Section 2Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aratana Therapeutics, Inc.)
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital 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 cancelled canceled and exchanged substantially as provided in this Section 2.. 2.9
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The Merger Consideration delivered paid upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any dividends or distributions) cash paid in lieu of fractional shares), shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, Stock and there shall be no further registration of transfers on the records of the Surviving Corporation Company of shares of Company Capital 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 cancelled and exchanged substantially as provided in this Section 2.Effective
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tickets Com Inc)
