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

No Further Ownership Rights in Company Capital Stock. The portion of the Total Consideration 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 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 Entity of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Entity for any reason, they shall be cancelled and exchanged as provided in this Article I.

Appears in 2 contracts

Samples: Merger Agreement (Linkedin Corp), Merger Agreement (Linkedin Corp)

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No Further Ownership Rights in Company Capital Stock. The portion of the Total Merger Consideration 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 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 Entity Corporation of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Interim Surviving Entity Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article I.II.

Appears in 1 contract

Samples: Merger Agreement (Limelight Networks, Inc.)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Consideration 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 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 Entity Corporation of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Entity Corporation for any reason, they shall be cancelled and exchanged as provided in this Article I.

Appears in 1 contract

Samples: Merger Agreement (Linkedin Corp)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Consideration All consideration 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 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 Entity of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Interim Surviving Entity or the Final Surviving Entity for any reason, they shall be cancelled canceled and exchanged as provided in this Article I.II.

Appears in 1 contract

Samples: Merger Agreement (Solarcity Corp)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Consideration Initial Purchase Price paid or payable in respect of upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 Entity Corporation of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Entity Corporation for any reason, they shall be cancelled and exchanged or extinguished as provided in this Article I.II.

Appears in 1 contract

Samples: Merger Agreement (Tetralogic Pharmaceuticals Corp)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Consideration cash amounts, if any, paid or payable in respect of upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 Entity Corporation of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Entity Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article I.

Appears in 1 contract

Samples: Merger Agreement (Smith Micro Software Inc)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Consideration All consideration 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 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 Entity of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Interim Surviving Entity or the Final Surviving Entity for any reason, they shall be cancelled canceled and exchanged as provided in this Article I.II.

Appears in 1 contract

Samples: Merger Agreement (Solarcity Corp)

No Further Ownership Rights in Company Capital Stock. The portion payment of the Total Aggregate Merger Consideration 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 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 Entity Corporation of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any stock certificates representing shares of Company Capital Stock Certificates are presented to the Surviving Entity Corporation for any reason, they shall be cancelled and exchanged as provided in this Article I.II.

Appears in 1 contract

Samples: Merger Agreement (Lsi Corp)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Consideration All consideration paid or payable in respect of upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 Entity Corporation of shares of Company Capital Stock that which were outstanding immediately prior to the Merger 1 Effective Time. If, after the Merger 1 Effective Time, Company Stock Certificates are presented to the Surviving Entity Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article I.II.

Appears in 1 contract

Samples: Merger Agreement (Ligand Pharmaceuticals Inc)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Consideration cash amounts 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 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 Entity Corporation of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Entity Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article I.

Appears in 1 contract

Samples: Merger Agreement (Epicor Software Corp)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Consideration All consideration paid or payable in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof hereof, shall be deemed to 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 Entity Corporation of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Entity Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article I.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Intraware Inc)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Merger Consideration 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 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 Entity Corporation of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Entity Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article I.II.

Appears in 1 contract

Samples: Merger Agreement (Solta Medical Inc)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Merger Consideration paid or payable 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 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 Entity Company of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the First-Step Surviving Entity Company for any reason, they shall be cancelled canceled and exchanged as provided in this Article I.II.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Square, Inc.)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Consideration amounts 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 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 Entity or the Final Surviving Entity of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Final Surviving Entity for any reason, they shall be cancelled canceled and exchanged as provided in this Article I.II.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Harmonic Inc)

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No Further Ownership Rights in Company Capital Stock. The portion of the Total Consideration All consideration paid or payable in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall of this Agreement will be deemed to be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall will be no further registration of transfers on the records of the Surviving Entity Corporation of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any certificates representing shares of Company Capital Stock Certificates are presented to the Surviving Entity Corporation for any reason, they shall will be cancelled and exchanged as provided in this Article I.II.

Appears in 1 contract

Samples: Merger Agreement (Fossil Group, Inc.)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Merger Consideration 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 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 Entity of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Final Surviving Entity for any reason, they shall be cancelled canceled and exchanged as provided in this Article I.

Appears in 1 contract

Samples: Draft Agreement (Nuance Communications, Inc.)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Merger Consideration paid or payable in respect of issued upon the surrender for exchange of shares of Company Capital Stock Certificates 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 Entity Corporation of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Entity Corporation for any reason, they shall be cancelled canceled and exchanged for the appropriate portion of the Merger Consideration as provided in this Article I.

Appears in 1 contract

Samples: Merger Agreement (Pixelworks Inc)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Consideration cash paid or payable 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 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 Entity Corporation of shares of Company Capital Stock that 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 Entity Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article I.

Appears in 1 contract

Samples: Merger Agreement (Select Comfort Corp)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Consideration cash amounts, if any, paid or payable in respect of upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be 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 Entity Corporation of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Entity Corporation for any reason, they shall be cancelled and exchanged as provided in this Article I.

Appears in 1 contract

Samples: Merger Agreement (Constant Contact, Inc.)

No Further Ownership Rights in Company Capital Stock. The portion of consideration paid pursuant hereto in exchange for the Total Consideration paid or payable in respect of the surrender for exchange of outstanding shares of Company Capital Stock in accordance with the terms hereof and Company Options shall be deemed to be have been paid in full satisfaction of all rights pertaining to such shares of Company Capital StockStock and Company Options, and from and after the Effective Time there shall be no further registration of transfers on the records of the Surviving Entity Company of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any shares of Company Capital Stock Certificates are presented to the Surviving Entity Company for any reason, they shall be cancelled canceled and exchanged as provided in this Article I.I (including submission of all required documentation).

Appears in 1 contract

Samples: Merger Agreement (Emulex Corp /De/)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Consideration 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 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 Entity Corporation of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Entity Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article ARTICLE I.

Appears in 1 contract

Samples: Merger Agreement (Altiris Inc)

No Further Ownership Rights in Company Capital Stock. The portion of the Total Consideration 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 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 Entity Corporation of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Entity Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article I.

Appears in 1 contract

Samples: Merger Agreement (Electronic Arts Inc.)

No Further Ownership Rights in Company Capital Stock. The portion Following the consummation of the Total Consideration Merger, the cash amounts 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 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 Entity Corporation of shares of Company Capital Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Entity Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article I.

Appears in 1 contract

Samples: Merger Agreement (Medallia, Inc.)

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