No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 11 contracts
Samples: Merger Agreement (Triquint Semiconductor Inc), Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Agreement and Plan of Reorganization (Network General Corporation)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 11 contracts
Samples: Merger Agreement (HMT Technology Corp), Merger Agreement (Appnet Inc /De/), Merger Agreement (Komag Inc /De/)
No Further Ownership Rights in Company Common Stock. All shares of --------------------------------------------------- Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stockcapital stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock capital stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 11 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 8 contracts
Samples: Merger Agreement (P Com Inc), Agreement and Plan of Reorganization (Summit Design Inc), Merger Agreement (Ydi Wireless Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 8 contracts
Samples: Merger Agreement (SP Holding CORP), Merger Agreement (Saflink Corp), Merger Agreement (Dairy Fresh Farms Inc.)
No Further Ownership Rights in Company Common Stock. All shares of --------------------------------------------------- Parent Common Stock issued upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Capital Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 5 contracts
Samples: Agreement and Plan of Reorganization (Inktomi Corp), Agreement and Plan of Reorganization (Seagate Technology Inc), Agreement and Plan of Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 5 contracts
Samples: Merger Agreement (Active Voice Corp), Merger Agreement (Cisco Systems Inc), Merger Agreement (Cisco Systems Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of Shares of Company Common Stock in accordance with the terms hereof (including together with any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 4 contracts
Samples: Merger Agreement (Harbinger Corp), Merger Agreement (Peregrine Systems Inc), Merger Agreement (Peregrine Systems Inc)
No Further Ownership Rights in Company Common Stock. All cash and shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f1.6(e) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 Reorganization (Va Linux Systems Inc), Merger Agreement (Andover Net Inc), Agreement and Plan of Reorganization (Va Linux Systems Inc)
No Further Ownership Rights in Company Common Stock. All shares of --------------------------------------------------- Parent Common Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f1.7(d) and 1.7(d(e)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which that were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.
Appears in 3 contracts
Samples: Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common --------------------------------------------------- Purchaser Preferred Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and dividends or other distributions with respect to Parent Common Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which that were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.2.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Identix Inc), Agreement and Plan of Reorganization (Viisage Technology Inc), Agreement and Plan of Reorganization (Lau Acquisition Corp)
No Further Ownership Rights in Company Common Stock. All shares --------------------------------------------------- of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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: Merger Agreement (Credence Systems Corp), Merger Agreement (Integrated Measurement Systems Inc /Or/), Merger Agreement (Credence Systems Corp)
No Further Ownership Rights in Company Common Stock. All shares of Parent --------------------------------------------------- Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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: Merger Agreement (Phazar Corp), Merger Agreement (Phazar Corp)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)Sections 1.7, 1.10 or 2.4) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and from and after the Effective Time there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled cancelled and exchanged as provided in this Article I.II.
Appears in 2 contracts
Samples: Merger Agreement (At&t Corp), Merger Agreement (Vanguard Cellular Systems Inc)
No Further Ownership Rights in Company Common Stock. All shares of --------------------------------------------------- Parent Common Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section Sections 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there . There shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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: Merger Agreement (Novell Inc), Agreement and Plan of Reorganization (Infospace Inc)
No Further Ownership Rights in Company Common Stock. All shares of --------------------------------------------------- Parent Common Stock issued in accordance with the terms hereof (including together with any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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: Merger Agreement (Opentv Corp), Merger Agreement (Digital Insight Corp)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued pursuant to the Merger upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 Reorganization (Carrier Access Corp), Agreement and Plan of Reorganization (Polycom Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation Company of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.1.
Appears in 2 contracts
Samples: Merger Agreement (Broadcom Corp), Merger Agreement (Worldbid Corp)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f2.7(d) and 1.7(d(e)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which that were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.II.
Appears in 2 contracts
Samples: Merger Agreement (Vignette Corp), Merger Agreement (Ondisplay Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)Sections 1.7, 1.10 or 2.4) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and from and after the Effective Time there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 2 contracts
Samples: Agreement and Plan of Merger (At&t Corp), Agreement and Plan of Merger (Vanguard Cellular Systems Inc)
No Further Ownership Rights in Company Common Stock. All shares --------------------------------------------------- of Parent Common Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f1.7(d) and 1.7(d(e)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which that were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.
Appears in 2 contracts
Samples: Merger Agreement (Kana Communications Inc), Agreement and Plan of Merger (Broadbase Software Inc)
No Further Ownership Rights in Company Common Stock. All The shares of --------------------------------------------------- Parent Common Stock issued paid in respect of the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) hereof, shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Company Stock 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 Reorganization (Lantronix Inc), Agreement and Plan of Reorganization (Lantronix Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Certificates are Time, any Company Certificate is presented to the Surviving Corporation for any reason, they it shall be canceled and exchanged as provided in this Article I.II.
Appears in 2 contracts
Samples: Merger Agreement (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued pursuant to the Merger upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 1 contract
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc)
No Further Ownership Rights in Company Common Stock. All shares of --------------------------------------------------- Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 Reorganization (Flycast Communications Corp)
No Further Ownership Rights in Company Common Stock. All shares of --------------------------------------------------- Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common StockStock capital stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock capital stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and and, after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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: Merger Agreement (Ydi Wireless Inc)
No Further Ownership Rights in Company Common Stock. All shares --------------------------------------------------- of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stockcapital stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock capital stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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. All shares of Parent Common Stock issued and transferred upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)thereof) shall be deemed to have been issued and transferred in full satisfaction of all rights pertaining to such shares of Company Common Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Capital Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 Reorganization (Russo Paul M)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock then outstanding in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stocksecurities, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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. All shares of --------------------------------------------------- Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Capital Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 Reorganization (Citadel Technology Inc)
No Further Ownership Rights in Company Common Stock. All The Cash Payment and the shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 1 contract
Samples: Merger Agreement (Saflink Corp)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Capital Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.1.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. All shares of Parent --------------------------------------------------- Acquiror Common Stock issued in the Merger in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 1 contract
Samples: Merger Agreement (Synbiotics Corp)
No Further Ownership Rights in Company Common Stock. All The shares of Parent --------------------------------------------------- Buyer Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)together with the Escrow Shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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 Reorganization (Healthcentral Com)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Capital Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Certificates 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 1 contract
Samples: Agreement and Plan of Merger (North American Scientific Inc)
No Further Ownership Rights in Company Common Stock. All The shares of --------------------------------------------------- Parent Common Stock issued paid in respect of the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in be full satisfaction of all rights solely pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.I. ---------
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lantronix Inc)
No Further Ownership Rights in Company Common Stock. All Parent Common Shares issued upon the surrender for exchange of shares of Parent Company Common Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation Company of shares of Company Common Stock which were are outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Company Certificates are presented to the Surviving Corporation Company for any reason, they shall be canceled cancelled and exchanged for Parent Common Shares as provided in this Article I.1 and appropriately entered into the stock ledger of the Surviving Company.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f2.2(c) and 1.7(dor 2.2(e)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common 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 Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled cancelled and exchanged as provided in this Article I.II.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Chemfirst Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Capital Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.Section IV.E.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. All shares of Parent Acquiror Stock issued in exchange for the surrender of Certificates for Company Common Stock issued held by the Stockholders on the Closing Date in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued be in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding held by the Stockholders immediately prior to the Effective TimeClosing. If If, after the Effective Time Closing, 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 1 contract
No Further Ownership Rights in Company Common Stock. All Subject to the provisions of Article VII, all shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Capital Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.
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No Further Ownership Rights in Company Common Stock. All shares of --------------------------------------------------- Parent Common Stock issued upon the surrender for exchange of shares of Company Membership Units in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stockcapital stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock capital stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.
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No Further Ownership Rights in Company Common Stock. All shares of Parent Preferred Stock issued upon the surrender for exchange of shares of Company Common Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.
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Samples: Agreement and Plan of Reorganization (Sagent Technology Inc)
No Further Ownership Rights in Company Common Stock. All shares of --------------------------------------------------- Parent Common Stock issued and cash paid upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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: Merger Agreement (Ydi Wireless Inc)
No Further Ownership Rights in Company Common Stock. All shares of --------------------------------------------------- Parent Common Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f1.6(e) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If after the Effective Time 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: Merger Agreement (Imall Inc)
No Further Ownership Rights in Company Common Stock. All shares of --------------------------------------------------- Parent Common Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of 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 Reorganization (McAfee Associates Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Capital Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.1.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Corsair Communications Inc)
No Further Ownership Rights in Company Common Stock. All --------------------------------------------------- shares of Parent Common Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(fSections 1.06(f) and 1.7(d1.07(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there . There shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.
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Samples: Agreement and Plan of Reorganization (Microchip Technology Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent --------------------------------------------------- Acquiror Common Stock issued in the Merger in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled cancelled and exchanged as provided in this Article I.IV.
Appears in 1 contract
Samples: Merger Agreement (Synbiotics Corp)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock ADSs --------------------------------------------------- issued in accordance with the terms hereof (including together with any cash paid in respect thereof pursuant to Section Sections 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.
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No Further Ownership Rights in Company Common Stock. All The shares of Parent Common Stock issued paid in respect of the surrender for exchange of shares of Company Common Stock and Preferred in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) hereof, shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Common StockStock and Preferred, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock and Preferred which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Stock 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: Merger Agreement (Ondisplay Inc)
No Further Ownership Rights in Company Common Stock. All The shares of --------------------------------------------------- Parent Common Stock issued paid in respect of the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.I. ---------
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lantronix Inc)
No Further Ownership Rights in Company Common Stock. All The shares of Parent Common Stock issued paid in respect of the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) hereof, shall be deemed to have been issued in be full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Company Stock 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 Reorganization (Lsi Logic Corp)
No Further Ownership Rights in Company Common Stock. All shares of Parent Preferred Stock issued or issuable following the surrender for exchange of shares of Company Common Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) of this Agreement shall be deemed to have been so issued or issuable in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation Company of shares of Company Common Stock which were issued and outstanding immediately prior to the Effective Time. If If, after the Effective Time Certificates are Time, any Certificate is presented to the Surviving Corporation for any reason, they such Certificate shall be canceled and exchanged as provided in this Article I.
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No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to in accordance with Section 1.6(f) and 1.7(d)2.9) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled cancelled and exchanged as provided in this Article I.Section 2.8.
Appears in 1 contract
Samples: Merger Agreement (Atmi Inc)