No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I.
Appears in 20 contracts
Samples: Agreement and Plan of Merger (Bard C R Inc /Nj/), Agreement and Plan of Merger (Amp Inc), Agreement and Plan of Merger (Registry Inc)
No Further Ownership Rights in Company Common Stock. The portion of the Merger Consideration delivered issued upon the surrender for exchange of Shares shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such Sharesshares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation Company of Shares shares of Company 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 canceled and exchanged as provided in this Article I.2.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Neomedia Technologies Inc), Agreement and Plan of Merger (Neomedia Technologies Inc), Agreement and Plan of Merger (Neomedia Technologies Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Sharesshares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares shares of Company 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 canceled and exchanged as provided in this Article I.canceled.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Investools Inc), Agreement and Plan of Merger (Synagro Technologies Inc), Agreement and Plan of Merger (Synagro Technologies Inc)
No Further Ownership Rights in Company Common Stock. The Payment of the Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such Sharesthe Company Common Stock, and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of Shares the Company 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 canceled and exchanged as provided in this Article I.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tippingpoint Technologies Inc), Agreement and Plan of Merger (Kimball International Inc), Agreement and Plan of Merger (Reptron Electronics Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares. From and after the Effective Time, and there shall be no further registration of transfers on the stock transfer records of the Surviving Corporation Company of Shares which any shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, If after the Effective Time, Time Certificates are presented to the Surviving Corporation for any reasonCorporation, they shall be canceled and exchanged as provided for the Merger Consideration deliverable in respect thereof pursuant to this Plan in accordance with the procedures set forth in this Article I.Section 1.3.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (F&m Bancorporation Inc), Agreement and Plan of Merger (Citizens Banking Corp), Agreement and Plan of Merger (Citizens Banking Corp)
No Further Ownership Rights in Company Common Stock. The All Merger Consideration delivered paid upon the surrender for exchange of Shares shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such Sharesshares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares shares of Company 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 canceled and exchanged as provided in this Article I.II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Captaris Inc), Agreement and Plan of Merger (Advanced Digital Information Corp), Agreement and Plan of Merger (Castelle \Ca\)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares which were outstanding immediately prior to the Effective TimeTime on the records of the Surviving Corporation. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Vons Companies Inc)
No Further Ownership Rights in Company Common Stock. The All Merger Consideration delivered paid upon the surrender for exchange payment of Shares shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Sharesshares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares which were outstanding immediately prior to the Effective Timeshares of Company Common Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vitalstream Holdings Inc), Agreement and Plan of Merger (Vitalstream Holdings Inc), Agreement and Plan of Merger (Internap Network Services Corp)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I.II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Laidlaw Inc), Agreement and Plan of Merger (American Medical Response Inc), Agreement and Plan of Merger (Cray Research Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Sharesshares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares shares of Company 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 canceled and exchanged as provided in this Article I.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tyco International LTD), Agreement and Plan of Merger (Adt Limited), Agreement and Plan of Merger (Adt Limited)
No Further Ownership Rights in Company Common Stock. The All Merger Consideration delivered paid upon the surrender for exchange of Shares shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such Sharesshares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares shares of Company 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 canceled and exchanged as provided in this Article I.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sun Microsystems, Inc.), Agreement and Plan of Merger (Sun Microsystems, Inc.), Agreement and Plan of Merger (Seebeyond Technology Corp)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered paid upon the surrender for exchange of Shares shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such Sharesshares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares shares of Company 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 canceled and exchanged as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger (Applied Imaging Corp)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I.I. Section 1.10
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Stat Healthcare Inc), Agreement and Plan of Merger (American Medical Response Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I.I. SECTION 1.11.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Megatest Corp), Exhibit 2 Agreement and Plan of Merger (Teradyne Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for issued and paid in exchange of Shares shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Sharesshares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares which shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, If after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled cancelled and exchanged as provided in this Article I.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Food Lion Inc), Agreement and Plan of Merger (Hannaford Brothers Co)
No Further Ownership Rights in Company Common Stock. The All Merger Consideration delivered paid upon the surrender for exchange of Shares shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such Sharesshares of Company Common Stock, and including any Rights associated with such Company Common Stock. After the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of Shares which were outstanding immediately prior to the Effective TimeCompany. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided and in this Article I.accordance with the procedures set forth in Section 1.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Covansys Corp)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled cancelled and exchanged as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allis Chalmers Corp), Employment Agreement (National Media Corp)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oxford Automotive Inc), Agreement and Plan of Merger (BMG North America LTD)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, . From and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 there shall be canceled and exchanged as provided in this Article I.no transfers on the stock transfer records of the
Appears in 2 contracts
Samples: Stock Option Agreement (Citizens Banking Corp), Stock Option Agreement (Citizens Banking Corp)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Sharesshares of Company Common Stock, and after the Effective Time there shall be no further registration of transfers on the records stock transfer books of the Surviving Corporation or its transfer agent of Shares which the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or its transfer agent for any reason, they shall be canceled and exchanged as provided in this Article I.IV.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sterling Bancshares Inc), Agreement and Plan of Merger (Sterling Bancshares Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender of Certificates in exchange for exchange of the Shares represented thereby, in accordance with the terms hereof hereof, shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Autonomous Technologies Corp), Agreement and Plan of Merger (Summit Technology Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration All Upgrade Common Stock delivered upon the surrender for exchange of Shares shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been issued delivered in full satisfaction of all rights pertaining to such Shares, and shares of Company Common Stock. After the Effective Time there shall be no further registration of transfers on the records stock transfer books of the Surviving Corporation Company of Shares which were outstanding immediately prior to the Effective Timeshares of Company Common Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.ARTICLE II.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Upgrade International Corp /Fl/), Agreement and Plan of Reorganization (Pathways Group Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration Per Share Amount delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates certificates representing Shares are presented to the Surviving Corporation Corporation, the Parent or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scientific Games Holdings Corp), Agreement and Plan of Merger (Autotote Corp)
No Further Ownership Rights in Company Common Stock. The Per Share --------------------------------------------------- Merger Consideration delivered paid upon the surrender for exchange of Shares each Share in accordance with the terms hereof shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such SharesShare, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I..
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation Corporation, the Parent or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Raychem Corp)
No Further Ownership Rights in Company Common Stock. The All Merger Consideration delivered paid upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. The Issuance of the Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such SharesCompany Common Stock, and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of Shares the Company 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 canceled and exchanged as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Products Group Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered paid upon the surrender for exchange of Shares shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Sharesshares of Company Common Stock. After the Effective Time, and there shall be no further registration of transfers on the records stock transfer books of the Surviving Corporation of Shares which the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are a Company Certificate is presented to the Surviving Corporation for any reason, they it shall be canceled cancelled and exchanged as provided in this Article I.Section 2.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Patina Oil & Gas Corp)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I.2. SECTION 2.8
Appears in 1 contract
Samples: Agreement and Plan of Merger and Recapitalization (Wheels Mergerco LLC)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I.they
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such SharesCompany Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares which Company Common Stock 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 canceled and exchanged as provided in this Article I.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. The All Merger Consideration delivered issued upon the surrender for exchange of Shares a Certificate in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Sharesshares of Company Common Stock represented thereby, and there shall be no further registration of transfers on the records stock transfer books of the Surviving Corporation Company of Shares which were shares of Company Common Stock 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 canceled and exchanged as provided in this Article I.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Progressive Corp/Oh/)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I.I. SECTION 1.10
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon paid in respect of the surrender for exchange of Shares shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been issued in be full satisfaction of all rights pertaining to such Sharesshares of Company Common Stock, and there shall be no further registration of transfers on the records of the Final Surviving Corporation Entity of Shares shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Final Surviving Corporation Entity for any reason, they shall be canceled and exchanged as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (MedQuist Holdings Inc.)
No Further Ownership Rights in Company Common Stock. The applicable portion of Merger Consideration delivered issued upon the surrender for exchange of Shares Company Common Stock in accordance with the terms hereof of this Article I shall be deemed to have been issued in full satisfaction of all rights pertaining to such SharesCompany Common Stock. At the Effective Time, the stock transfer books of the Company shall be closed, and thereafter there shall be no further registration or transfers of transfers shares of Company Common Stock on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I.Corporation.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I.II. SECTION 2.11.
Appears in 1 contract
Samples: Execution Copy Agreement (Silicon Graphics Inc /Ca/)
No Further Ownership Rights in Company Common Stock. The Merger Consideration and distributions, if any, pursuant to Section 1.07(c) delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Semiconductor Inc)
No Further Ownership Rights in Company Common Stock. The Issuance of the Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such SharesCompany Common Stock, and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of Shares the Company 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 canceled and exchanged as provided in this Article ARTICLE I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Products Group Inc)
No Further Ownership Rights in Company Common Stock. The All Merger Consideration delivered paid upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation Company of Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation Company for any reason, they shall be canceled and exchanged as provided in this Article I.II.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered paid upon the surrender for exchange of Shares shares of Company Common Stock in accordance with the terms hereof of this Article II shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such Sharesshares of Company Common Stock. At the close of business on the day on which the Effective Time occurs, the share transfer books of the Company shall be closed, and there shall be no further registration of transfers on the records share transfer books of the Surviving Corporation of Shares which were the shares of Company Common Stock 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 canceled and exchanged as provided in this Article I..
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adams Respiratory Therapeutics, Inc.)
No Further Ownership Rights in Company Common Stock. The Merger --------------------------------------------------- Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (State Street Boston Corp)
No Further Ownership Rights in Company Common Stock. The All Merger Consideration delivered paid upon the surrender for exchange of Certificates evidencing shares of Company Common Stock or Uncertificated Shares in accordance with the terms hereof of this Article II shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such shares of Company Common Stock formerly represented by such Certificates and Uncertificated Shares, 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 Shares the shares of Company 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 canceled and exchanged as provided in this Article I..
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Science & Engineering, Inc.)
No Further Ownership Rights in Company Common Stock. The All Merger Consideration delivered paid upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange cancellation of Shares in accordance with the terms hereof shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates certificates evidencing the Shares ("Certificates") are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.canceled.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hayes Lemmerz International Inc)
No Further Ownership Rights in Company Common Stock. The Merger --------------------------------------------------- Consideration delivered issued and paid, as the case may be, upon the surrender for exchange of Shares shares of Company Common Stock in accordance with the terms hereof of this Section 1.9 shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration shares of transfers on the records of the Surviving Corporation of Shares which were outstanding immediately prior to the Effective TimeCompany Common Stock. If, after the Effective Time, Certificates are any Company Certificate is presented to the Surviving Corporation for any reasonCorporation, they such Company Certificate shall be canceled and exchanged as provided in this Article I.canceled.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Speechworks International Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Recapitalization (Xtra Corp /De/)
No Further Ownership Rights in Company Common Stock. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. Any Certificates presented to the Surviving Corporation for any reason on or after the Effective Time shall be converted into the Merger Consideration specified in Section 1.4(a) above. The Merger Consideration delivered issued upon the surrender of a Certificate for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 canceled and exchanged as provided in this Article I.Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Family Golf Centers Inc)
