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 1.7(d) and (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 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 8 contracts
Samples: Merger Agreement (Micron Electronics Inc), Merger Agreement (Interland Inc), Merger Agreement (Gayranovic Kenneth)
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 1.7(d) and (e)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 that 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 7 contracts
Samples: Agreement and Plan of Reorganization (Netscape Communications Corp), Agreement and Plan of Reorganization (Netscape Communications Corp), Merger Agreement (Socket Communications Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued in accordance with the terms hereof (including and any cash paid payments in respect thereof pursuant to Section Sections 1.7(d) and (e1.7(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 that were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Certificates are presented to Parent or the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.1.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Cholestech Corporation), Agreement and Plan of Reorganization (Hemosense Inc), Agreement and Plan of Reorganization (Inverness Medical Innovations 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 1.7(d1.6(g) and (e1.7(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 that 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 (Informix Corp), Agreement and Plan of Reorganization (Red Brick Systems Inc), Merger Agreement (Truevision 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 1.7(d1.6(f), 1.6(g) and (e1.7(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 that 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 3 contracts
Samples: Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Webvan Group Inc), Agreement and Plan of Reorganization (Homegrocer Com 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 1.7(d1.6(f) and (e1.7(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 that 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 (Mih LTD), Merger Agreement (Nfront Inc), Merger Agreement (Spyglass Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued in exchange for shares of Company Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.7(dSections 1.6(f) and (e1.7(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 that 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 (PMC Sierra Inc), Agreement and Plan of Reorganization (Quantum Effect Devices Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock and cash issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.7(d) and (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 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 (Imanage Inc), Merger Agreement (Interwoven Inc)
No Further Ownership Rights in Company Common Stock. All shares Shares of Parent Common Series B Preferred Stock issued in accordance with the terms hereof (including and any cash paid payments in respect thereof pursuant to Section 1.7(d) and (e1.7(e)) and the Cash Portion of the Merger Consideration 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 that were outstanding immediately prior to the Effective Time. If If, after the Effective Time Time, Certificates are presented to Parent or 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 (Inverness Medical Innovations Inc), Merger Agreement (Matria Healthcare 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 1.7(dSections 1.6(f) and (e1.7(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 that 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 2 contracts
Samples: Agreement and Plan of Reorganization (Proxim Inc /De/), Agreement and Plan of Reorganization (Proxim Inc /De/)
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 1.7(dSections 1.4(c) and (e1.5(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 that which were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason, except as otherwise provided by law, they shall be canceled and exchanged as provided in this Article I.I, subject to Section 1.5(h).
Appears in 2 contracts
Samples: Merger Agreement (Onsale Inc), Merger Agreement (Egghead Com 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 1.7(dSections 1.09(f) and (e1.10(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 that 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 (New Era of Networks Inc), Agreement and Plan of Reorganization (Sybase 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 1.7(d) and (e1.6(f)) 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 that 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 (Mail Com Inc), Merger Agreement (Mail Com Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued in exchange for shares of Company Common Stock in accordance with the terms hereof (including together with any cash paid in respect thereof pursuant to Section 1.7(dSections 1.6(f) and (e1.7(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 that 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 2 contracts
Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks 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 1.7(dSections 1.6(f) and (e1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock. After the Effective Time, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that 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 (Dynamic Health Products Inc), Agreement and Plan of Reorganization (GeoPharma, Inc.)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon surrender of Certificates in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.7(d) and (e)this Article II) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common StockStock represented thereby, 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 Company of shares of Company Common Stock that were outstanding immediately prior to Stock. If, after 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.Section 2.3.
Appears in 1 contract
Samples: Merger Agreement (Belmont Homes 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 1.7(dSections 1.10(d) and (e1.10(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 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 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 Common Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.7(dSections 1.6(f) and (e1.7(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 that 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 1.7(d) and (e)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 that 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 (Peregrine Systems 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 and Preferred in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.7(d) and (e)) 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 that 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 ARTICLE I.
Appears in 1 contract
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 1.7(dSections 1.06(f) and (e1.07(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 that 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 (Telcom Semiconductor 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 1.7(d1.6(g) and (e1.8(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 that 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 (Realnetworks Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock Ordinary Shares issued in accordance with the terms hereof (including any cash paid in respect thereof lieu of fractional shares pursuant to Section 1.7(d) and (e1.4(c)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such the shares of Company Common StockStock represented by the Certificates surrendered therefor, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that which were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason, except as otherwise provided by law, they shall be canceled and exchanged as provided in this Article I.I, subject to Section 1.5(h).
Appears in 1 contract
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 1.7(dSECTION 1.7(g) and (e1.9(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 that 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 ARTICLE I.
Appears in 1 contract
Samples: Merger Agreement (Realnetworks 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 1.7(dSections 1.6(f) and (e1.7(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 that 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 in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.7(d1.6(e) and (e1.7(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 that 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 (At Home 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(f) or Section 1.7(d) and (e)hereof) 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 that which were outstanding immediately prior to the Effective Time. If after If, at any time following 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
