No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid in respect of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Audience Inc), Agreement and Plan of Merger (Business Objects S.A.), Agreement and Plan of Merger (Business Objects S.A.)
No Further Ownership Rights in Company Capital Stock. The All cash amounts paid and to be paid in respect upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be paid 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Agilysys Inc), Agreement and Plan of Merger (WebMD Health Corp.), Agreement and Plan of Merger (Viisage Technology Inc)
No Further Ownership Rights in Company Capital Stock. The cash and stock amounts paid and to be paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1.I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Salesforce Com Inc)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1.I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Salesforce Com Inc), Agreement and Plan of Reorganization (Epicor Software Corp)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof of this Agreement shall be deemed to be 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Docusign Inc)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1.I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof of this Agreement shall be deemed to be 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1.I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pluralsight, Inc.), Merger Agreement (Acxiom Corp)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Otonomo Technologies Ltd.), Agreement and Plan of Merger (Coupa Software Inc)
No Further Ownership Rights in Company Capital Stock. The cash amounts Merger Shares paid and to be paid in respect of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be paid in full satisfaction of all rights pertaining to such the 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1II.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Digital Music Group, Inc.), Agreement and Plan of Reorganization (Digital Music Group, Inc.)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Align Technology Inc), Agreement and Plan of Merger (Foxhollow Technologies, Inc.)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled cancelled and exchanged as provided in this Article 1.ARTICLE I.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid in respect of the surrender for exchange of shares of Company Capital Eligible Stock in accordance with the terms hereof shall be deemed to be paid in full satisfaction of all rights pertaining to such shares of Company Capital Eligible Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Eligible Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled cancelled and exchanged as provided in this Article 1II.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The cash amounts amounts, if any, paid and to be paid in respect or payable upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be paid 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled cancelled and exchanged as provided in this Article 1ARTICLE II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amicus Therapeutics Inc)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid in respect of shares the holders of Company Capital Stock in accordance with the terms hereof shall be deemed to be paid in full satisfaction of all rights pertaining to such shares of Company Capital StockStock outstanding prior to the Effective Time, and there shall be no further registration of transfers on the records of the Surviving Corporation Parent of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation Parent for any reason, they shall be canceled and exchanged as provided in this Article 1.I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 Company or the Surviving Corporation of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled cancelled and exchanged as provided in this Article 1.I.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The cash amounts All Merger Cash paid and to be paid in respect of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be have been 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1.I.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tellabs Inc)
No Further Ownership Rights in Company Capital Stock. The cash amounts Stockholder Cash Payment and/or Stockholder Stock Payment paid and to be paid in respect of shares the holders of Company Capital Stock in accordance with the terms hereof shall be deemed to be paid in full satisfaction of all rights pertaining to such shares of Company Capital StockStock outstanding prior to the Effective Time, and there shall be no further registration of transfers on the records of the Surviving Corporation Parent of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation Parent for any reason, they shall be canceled and paid or exchanged as provided in this Article 1.I.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid issued in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 Entity of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any certificates representing Company Stock Certificates are presented to the Surviving Corporation Entity for any reason, they shall be canceled and exchanged as provided in this Article 1Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Icx Technologies Inc)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be consideration paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1.I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NMS Communications Corp)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 Company of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1Closing.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid payment of the Merger Consideration in respect of shares each share of Company Capital Stock in accordance with owned by the terms hereof Company Stockholders shall be deemed to be have been paid in full satisfaction of all rights pertaining to each such shares share of Company Capital Stock, and 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented for transfer to the Surviving Corporation for any reasonCorporation, they shall be canceled and exchanged as provided in this Article 1II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sangamo Biosciences Inc)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof of this Agreement shall be deemed to be 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Electronic Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Danimer Scientific, Inc.)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1.I. (e)
Appears in 1 contract
Samples: Agreement and Plan of Merger (Simulations Plus, Inc.)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid issued in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be paid in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of or transfers on the records of the Surviving Corporation of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any certificates representing Company Capital Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Plantronics Inc /Ca/)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid in respect upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be paid 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1II.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The cash amounts Stockholder Cash Payment paid and to be paid in respect of shares the holders of Company Capital Stock in accordance with the terms hereof shall be deemed to be paid in full satisfaction of all rights pertaining to such shares of Company Capital StockStock outstanding prior to the Effective Time, and there shall be no further registration of transfers on the records of the Surviving Corporation Parent of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation Parent for any reason, they shall be canceled and exchanged paid as provided in this Article 1.I.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
No Further Ownership Rights in Company Capital Stock. The amount of cash amounts paid and to be paid in respect of payable for shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 that were outstanding immediately prior to the Effective Time. If, after After the Effective Time, any each Company Stock Certificates are Certificate presented to the Surviving Corporation for any reason, they reason shall be canceled cancelled and exchanged as provided in this Article 1.I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clicksoftware Technologies LTD)
No Further Ownership Rights in Company Capital Stock. The cash amounts amounts, if any, paid and to be paid in respect or payable upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be paid 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1.I.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The cash amounts All consideration paid and to be paid or payable in respect of shares of Company Capital Stock hereunder, or upon the exercise of the appraisal rights described in accordance with the terms hereof Section 3.10, shall be deemed to be have been paid or payable in full satisfaction of all rights pertaining to such shares of Company Capital StockStock and from and after the Effective Time, no holder of Company Capital Stock shall have any ownership right in the Company and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock that were outstanding immediately prior to on the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to stock transfer books of the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1Corporation.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The Following the consummation of the Merger, the cash amounts paid and to be paid in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 if any certificates representing the records of the Surviving Corporation of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates same are presented to the Surviving Corporation after such time for any reason, they shall be canceled and exchanged as provided in this Article 1.I.
Appears in 1 contract
No Further Ownership Rights in Company Capital Stock. The All cash amounts paid and to be paid in respect upon the surrender of shares of Company Capital Stock in accordance with the terms hereof of this Agreement shall be deemed to be have been paid in full satisfaction of all rights pertaining to such the shares of Company Capital Stock. From and after the Effective Time, the transfer books of the Company shall be closed and there shall be no further registration of transfers on the records transfer books of the Surviving Corporation of the shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ww International, Inc.)
No Further Ownership Rights in Company Capital Stock. The cash amounts paid and to be paid or payable in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1.I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Epicor Software Corp)
