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 25 contracts
Samples: Merger Agreement (Bard C R Inc /Nj/), Merger Agreement (Registry Inc), Merger Agreement (New Stat Healthcare 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: Merger Agreement (Neomedia Technologies Inc), Merger Agreement (Neomedia Technologies Inc), Merger Agreement (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: Merger Agreement (Investools Inc), Merger Agreement (Synagro Technologies Inc), Merger Agreement (American Physicians Service Group Inc)
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 4 contracts
Samples: Merger Agreement (Seebeyond Technology Corp), Merger Agreement (Sun Microsystems, Inc.), Merger Agreement (Sun Microsystems, 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.II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Silicon Graphics Inc /Ca/), Merger Agreement (Laidlaw Inc), Merger Agreement (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. 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: Merger Agreement (F&m Bancorporation Inc), Merger Agreement (Citizens Banking Corp), Merger Agreement (F&m Bancorporation 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: Merger Agreement (Kimball International Inc), Merger Agreement (3com Corp), Merger Agreement (Tippingpoint Technologies Inc)
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: Merger Agreement (Captaris Inc), Merger Agreement (Castelle \Ca\), Merger Agreement (Advanced Digital Information Corp)
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: Merger Agreement (Tyco International LTD), Merger Agreement (Adt Limited), Merger Agreement (Adt Limited)
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 Date, 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 TimeDate. If, after the Effective TimeDate, Certificates certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.V, below.
Appears in 3 contracts
Samples: Merger Agreement (EMAV Holdings, Inc.), Merger Agreement (Becoming Art Inc), Merger Agreement (Becoming Art 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 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: Merger Agreement (Vons Companies Inc), Merger Agreement (Safeway Inc), Merger Agreement (Safeway Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered upon the surrender paid in exchange for exchange shares of Shares 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 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.II.
Appears in 3 contracts
Samples: Merger Agreement (Musicland Stores Corp), Merger Agreement (Best Buy Co Inc), Merger Agreement (Best Buy Co 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: Merger Agreement (Vitalstream Holdings Inc), Agreement and Plan of Merger (Internap Network Services Corp), Merger Agreement (Vitalstream Holdings 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: Merger Agreement (Hannaford Brothers Co), Merger Agreement (Food Lion 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: Merger Agreement (Autonomous Technologies Corp), Merger Agreement (Summit Technology 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 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: Merger Agreement (Sterling Bancshares Inc), Merger Agreement (Sterling Bancshares 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 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: Merger Agreement (Applied Imaging Corp), Merger Agreement (Coherent 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 constitute payment in full satisfaction of all rights pertaining to such Sharesthe Company Common Stock. From and after the Effective Time, and there shall be no further registration of transfers on the records of the Surviving Corporation of Shares shares of 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 2 contracts
Samples: Merger Agreement (Genentech Inc), Merger Agreement (Tanox 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 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 ARTICLE I.
Appears in 2 contracts
Samples: Merger Agreement (Oplink Communications Inc), Merger Agreement (Optical Communication Products 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 2 contracts
Samples: Merger Agreement (Superior Telecom Inc), Merger Agreement (Superior Telecom 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 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: Merger Agreement (Citizens Banking Corp), Merger 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 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: Merger Agreement (Allis Chalmers Corp), Merger 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 are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.2.
Appears in 2 contracts
Samples: Merger Agreement (Xtra Corp /De/), Merger Agreement (Wheels Mergerco LLC)
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: Merger Agreement (Scientific Games Holdings Corp), Merger Agreement (Autotote 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 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: Merger Agreement (Computer Sciences Corp), Merger Agreement (Covansys Corp)
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 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: Merger Agreement (BMG North America LTD), Merger Agreement (Oxford Automotive 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 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
Samples: Merger Agreement (Midland Co)
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
Samples: Merger Agreement (STG Group, 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 I.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. The All Merger Share Consideration delivered paid or payable upon the surrender for exchange cancellation of Shares the Certificates in accordance with the terms hereof shall be deemed to have been issued paid or payable in full satisfaction of all rights pertaining to the Shares formerly represented by such SharesCertificate, and from and after the Effective Time, there shall be no further registration of transfers of Shares on the records stock transfer books of the Surviving Corporation of Shares which were outstanding immediately prior to the Effective Time. IfCorporation, after the Effective Timein each case, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged except as provided in this Article I.otherwise set forth herein.
Appears in 1 contract
Samples: Merger Agreement (MassRoots, Inc.)
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
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.III.
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 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
Samples: Merger Agreement (Advanstar 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 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
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
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.ARTICLE
Appears in 1 contract
Samples: Merger Agreement (Laidlaw 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
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 Per Share Merger Consideration delivered paid or payable and issued or issuable upon the surrender for exchange of Shares Company Common Stock in accordance with the terms hereof of this Article III shall be deemed to have been paid or payable and issued or issuable in full satisfaction of all rights pertaining to such Sharesthe shares of Company Common Stock. From and after the Effective Time, the transfer books of the Company shall be closed and there shall be no further registration of transfers on the records transfer books of the Surviving Corporation of Shares which were the Company Common Stock that was 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 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
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: Merger Agreement (Raychem Corp)
No Further Ownership Rights in Company Common Stock. The Merger Consideration delivered paid upon the surrender for exchange of Shares certificates representing shares of Company Common Stock in accordance with the terms hereof of Article I and this Article II shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Sharescertificates, and there no holder of shares of Company Common Stock shall be no further registration of transfers on the records of thereby have any equity interest in 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. 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
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: Merger Agreement (American Science & Engineering, 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
No Further Ownership Rights in Company Common Stock. The All Merger Share Consideration delivered paid or payable upon the surrender for exchange cancelation of Shares the Certificates in accordance with the terms hereof shall be deemed to have been issued paid or payable in full satisfaction of all rights pertaining to the Shares formerly represented by such SharesCertificate, and from and after the Effective Time, there shall be no further registration of transfers of Shares on the records stock transfer books 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
Samples: Merger Agreement (MassRoots, Inc.)
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
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.
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Samples: Merger Agreement (Neoware Inc)