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 paid, and Rollover Options issued, in respect of the surrender for exchange of shares of Company Capital Stock or In-the-Money Company Options in accordance with the terms hereof shall be deemed to be full satisfaction of all rights pertaining to shares of Company Capital Stock or In-the-Money Company Options. 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 as provided in this Article I.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization, Agreement and Plan of Merger And (FOTV Media Networks Inc.)

AutoNDA by SimpleDocs

No Further Ownership Rights in Company Capital Stock. The Merger Consideration paid, and Rollover Options issued, amounts paid in respect of the surrender for exchange of shares of Company Capital Stock or In-the-Money Stock, Company Convertible Notes, Company Options and Company Warrants in accordance with the terms hereof of this Agreement shall be deemed to be in full satisfaction of all rights pertaining to such shares of Company Capital Stock or In-the-Money Stock, Company Options. There Convertible Notes, Company Options and Company Warrants, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock Stock, Company Convertible Notes and Company Warrants 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 as provided in this Article I.II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp)

No Further Ownership Rights in Company Capital Stock. The Merger Consideration paidportion of the Total Consideration, and Rollover Options issuedif any, paid or payable in respect of the surrender for exchange of shares of Company Capital Stock or In-the-Money Company Options in accordance with the terms hereof shall be deemed to be full satisfaction of all rights pertaining to such shares of Company Capital Stock or In-the-Money Company Options. There 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 as of immediately prior to the Effective Time. If, after the Effective Time, stock certificates that previously represented shares of Company Capital Stock Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and and, if they represented shares of Company Preferred Stock, exchanged as provided in this Article I.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc)

No Further Ownership Rights in Company Capital Stock. The Merger Consideration paid, shares of Parent Common Stock issued and Rollover Options issued, cash paid in respect of the surrender for exchange of shares of Eligible Stock and the cancellation and extinguishment of the Company Capital Stock or In-the-Money Company Options Options, both in accordance with the terms hereof hereof, shall be deemed to be full satisfaction of all rights pertaining to such shares of Company Capital Eligible Stock or In-the-Money and Company Options. There , and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Eligible Stock and Company Capital Stock Options 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 as provided in this Article I.II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spreadtrum Communications Inc)

No Further Ownership Rights in Company Capital Stock. The Merger Consideration paid, and Rollover Options issued, cash amounts paid or delivered in respect of the surrender for exchange of shares of Company Capital Stock or In-the-Money Stock, Company Options or Company Warrants in accordance with the terms hereof shall be deemed to be full satisfaction of all rights pertaining to such shares of Company Capital Stock Stock, Company Options or In-the-Money Company Options. There Warrants and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock such securities which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates Certificates, Company Options or Company Warrants are presented to the Surviving 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 Merger (Nanometrics Inc)

No Further Ownership Rights in Company Capital Stock. The Merger Consideration paid, and Rollover Options issued, cash paid in respect of the surrender for exchange of shares of Company Capital Stock or In-the-Money and Company Options in accordance with the terms hereof (including any Future Payments payable with respect thereto) shall be deemed to be full satisfaction of all rights pertaining to shares of Company Capital Stock or In-the-Money and Company Options. There , and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock or Company Options which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates or Company Options are 105132706 v11 presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article I.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rovi Corp)

No Further Ownership Rights in Company Capital Stock. The Preferred Stock Merger Consideration paid, and Rollover Options issued, in respect of Common Stock Merger Consideration delivered upon the surrender for exchange of shares of Company Capital Stock or In-the-Money Company Options in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to be have been issued in full satisfaction of all rights pertaining to shares of Company Capital Stock or In-the-Money Company Options. There 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 as provided in this Article I.Section 1.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Nexprise Inc)

AutoNDA by SimpleDocs

No Further Ownership Rights in Company Capital Stock. The portion of the Merger Consideration paid, and Rollover Options issued, paid in respect of the surrender for exchange of shares of Company Capital Stock or In-the-Money Company Options in accordance with the terms hereof shall be deemed to be full satisfaction of all rights pertaining to such shares of Company Capital Stock or In-the-Money Company Options. There Stock, and there shall be no further registration of transfers on the records of the Interim Surviving Corporation or the Final Surviving 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 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: Agreement and Plan of Reorganization (Fusion-Io, Inc.)

No Further Ownership Rights in Company Capital Stock. The Merger Consideration paid, and Rollover Options issued, in respect of payable under Section 2.05 for the surrender for exchange of shares of the Company Capital Stock or In-the-Money Company Options 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 or Inother than the right to participate in the Earn-the-Money Company Options. There Out payments, if any, 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 as provided in this Article I.II.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Atrix Laboratories Inc)

No Further Ownership Rights in Company Capital Stock. The Up Front Merger Consideration paidand Escrow Consideration and, and Rollover Options issuedto the extent applicable, in respect of the Holdback Amount delivered upon the surrender for exchange of shares of Company Capital Stock or In-the-Money Company Options 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 or In-the-Money Company Options. There 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, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article I.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stratasys Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.