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

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, Agreement and Plan of Reorganization (Netratings Inc), Agreement and Plan of Reorganization (Netratings Inc)

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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: Merger Agreement (Xcarenet Inc), Agreement and Plan of Reorganization (Commerce One Inc), Merger Agreement (Commerce One Inc)

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 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: Merger Agreement (Career Education Corp), Merger Agreement (Career Education Corp), Merger Agreement (California Culinary Academy 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 (Celsius Holdings, Inc.), Merger Agreement (Google Inc.), Merger Agreement (Celsius Holdings, Inc.)

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 All Merger Consideration delivered paid upon the surrender for exchange of Certificates evidencing 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 from and after the Effective Time there shall be no further registration of transfers on the records stock transfer books of the Surviving Corporation of the 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 or the Exchange Agent for any reason, they shall be cancelled and exchanged substantially as provided in this Section 2Article II.

Appears in 2 contracts

Samples: Merger Agreement (Biosphere Medical Inc), Merger Agreement (Merit Medical Systems 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 2 contracts

Samples: Merger Agreement (Yext, Inc.), Merger Agreement

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: Merger Agreement (Logitech International Sa), Merger Agreement (Actividentity Corp)

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), Merger Agreement (Bio Technology General 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: Merger Agreement (EnteroMedics Inc), Merger Agreement (EnteroMedics Inc)

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: Merger Agreement (Sirf Technology Holdings Inc)

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: Merger Agreement (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 Common 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 Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital 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 cancelled canceled and exchanged substantially as provided in this Section 2.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (E Piphany 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: Merger Agreement (Harris Stratex Networks, 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

Samples: Merger Agreement (Qualcomm Inc/De)

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

Samples: Merger Agreement (Intermec, 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)

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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: Merger Agreement (Tickets Com Inc)

No Further Ownership Rights in Company Capital Stock. The All Merger Shares issued and Merger Cash and Merger Note Consideration delivered upon the surrender for exchange of shares of Company Capital Stock paid in accordance with the terms hereof (including together with any dividends or distributionscash paid in respect thereof pursuant to Section 1.9(d)) 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 1 contract

Samples: Merger Agreement (Secure Computing Corp)

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: Merger Agreement (Flir Systems 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: Merger Agreement (Nuance Communications, 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: Merger Agreement (Webex Communications 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: Merger Agreement (Big v Supermarkets 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 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

Samples: Merger Agreement (Citrix Systems Inc)

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: Reorganization Agreement (PMC Sierra Inc)

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

Samples: Merger Agreement (Informatica Corp)

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: Merger Agreement (Mindspeed Technologies, 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.

Appears in 1 contract

Samples: Merger Agreement (Quantum Corp /De/)

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