No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of 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 certificates.
Appears in 16 contracts
Samples: Merger Agreement (Rodobo International Inc), Acquisition Agreement (National Filing Agents Inc), Acquisition Agreement (Absolute Glass Protection Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II hereof (including any cash paid pursuant to Section 1.8) 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 certificatesCertificates.
Appears in 10 contracts
Samples: Merger Agreement (True North Communications Inc), Merger Agreement (Conseco Inc), Merger Agreement (Nova Corp \Ga\)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued and cash paid upon the surrender for exchange conversion of certificates representing shares of Company Common Stock in accordance with the terms of Article I and this Article II (including any cash paid pursuant to Section 2.3) shall be deemed to have been issued (and paid) or paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such certificatesStock.
Appears in 9 contracts
Samples: Merger Agreement (Zynga Inc), Merger Agreement (Take Two Interactive Software Inc), Merger Agreement
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued and the Per Share Cash Consideration paid upon the surrender for exchange of certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II hereof (including any cash paid pursuant to Section 1.8) shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore Stock, together with the associated Rights, represented by such certificatesCertificates.
Appears in 4 contracts
Samples: Merger Agreement (Tellabs Inc), Merger Agreement (Tellabs Inc), Merger Agreement (Advanced Fibre Communications 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 certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.11) 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 certificatesCertificates.
Appears in 4 contracts
Samples: Merger Agreement (Rohm & Haas Co), Merger Agreement (Morton International Inc /In/), Merger Agreement (Rohm & Haas Co)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with pursuant to the terms of this Article II hereof (including any cash paid pursuant to Section 1.8) 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 certificatesCertificates.
Appears in 4 contracts
Samples: Merger Agreement (Carson Pirie Scott & Co /Il/), Merger Agreement (Proffitts Inc), Merger Agreement (Proffitts Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II hereof (including any cash paid pursuant to Sections 1.7 and 1.8) 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 certificatesCertificates.
Appears in 3 contracts
Samples: Merger Agreement (Mecon Inc), Merger Agreement (Lunar Corp), Merger Agreement (General Electric Co)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II hereof shall be deemed to have been issued (and paid) 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 theretofore represented by such certificateswhich were outstanding immediately prior to the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (Autobytel Com Inc), Merger Agreement (Bridgetech Holdings International Inc), Merger Agreement (Bridgetech Holdings International Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued in exchange for, and upon the surrender for exchange of certificates representing shares of Company Common Stock of, a Certificate in accordance with the terms of this Article II I shall be deemed to have been issued (and paid) exchanged in full satisfaction of all rights of Shareholder pertaining to the Certificate and to the shares of Company Common Stock theretofore formerly represented by such certificatesCertificate.
Appears in 2 contracts
Samples: Merger Agreement (Critical Home Care Inc), Merger Agreement (Starcraft Corp /In/)
No Further Ownership Rights in Company Common Stock. All certificates representing shares of Parent Lucent Common Stock issued delivered upon the surrender for exchange of certificates representing shares of Company Common Stock the Certificates in accordance with the terms of this Article II hereof (including any cash paid pursuant to Section 1.8) shall be deemed to have been issued delivered (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore previously represented by such certificatesCertificates.
Appears in 2 contracts
Samples: Merger Agreement (Mosaix Inc), Merger Agreement (Lucent Technologies 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 certificates representing shares of Company Common Stock in accordance with the terms of this Article II 2 (including any cash paid pursuant to Section 2.5(e)) 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 certificates.
Appears in 2 contracts
Samples: Merger Agreement (Berkshire Hathaway Inc /De/), Merger Agreement (Berkshire Hathaway Inc /De/)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock Stock, together with the associated Parent Rights, issued upon the surrender for exchange of certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II hereof (including any cash paid pursuant to Section 1.8) shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore Stock, together with the associated Company Rights, represented by such certificatesCertificates.
Appears in 2 contracts
Samples: Merger Agreement (Technology Solutions Company), Merger Agreement (Zamba Corp)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock Shares issued and the Per Share Cash Consideration paid upon the surrender for exchange of certificates representing shares of Company Common Stock Shares in accordance with the terms of this Article II Agreement (including any cash paid pursuant to Section 1.8) shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such certificatesShares, together with the associated Company Rights.
Appears in 2 contracts
Samples: Merger Agreement (Youbet Com Inc), Merger Agreement (Churchill Downs Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II hereof (including any cash paid pursuant to Section 1.8) shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such certificatesCertificates.
Appears in 2 contracts
Samples: Framework Agreement (Misys PLC), Merger Agreement (Eclipsys Corp)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II hereof (including any cash paid pursuant to Section 2.1(d)) 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 certificatesCertificates.
Appears in 2 contracts
Samples: Merger Agreement (Mylan Laboratories Inc), Merger Agreement (Penederm Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II hereof (including any cash paid pursuant to Section 1.3(c) or 1.3(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the such shares of Company Common Stock theretofore represented by such certificatesStock.
Appears in 2 contracts
Samples: Merger Agreement (Physician Reliance Network Inc), Merger Agreement (American Oncology Resources Inc /De/)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II (including any cash paid pursuant to 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 certificates.all
Appears in 2 contracts
Samples: Merger Agreement (Mapco Inc), Merger Agreement (Williams Companies Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Capital Stock in accordance with the terms of this Article II hereof (including any cash paid in respect thereof) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the 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 Capital Stock theretofore represented by such certificatesafter the close of business on the day prior to the Closing Date.
Appears in 1 contract
Samples: Merger Agreement (Avt Corp)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for or exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II 2 shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the such shares of Company Common Stock theretofore represented by Stock. If, after the Effective Time, any Old Certificate is presented to the Surviving Corporation for any reason, such certificatesOld Certificate shall be cancelled and exchanged as provided in this Article 2.
Appears in 1 contract
Samples: Merger Agreement (Ivillage Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Capital Stock in accordance with the terms of this Article II hereof (including any cash paid in respect thereof) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the such shares of Company Common Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Entity of shares of Company Capital Stock theretofore represented by such certificateswhich were outstanding immediately prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Comscore, Inc.)
No Further Ownership Rights in Company Common Stock. All shares of --------------------------------------------------- Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II hereof (including any cash paid in respect thereof) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration on the records of the Surviving Corporation of transfers of shares of Company Common Stock theretofore represented by such certificateswhich were outstanding immediately prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Software Com Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of any Company Common Stock Certificate in accordance with the terms of this Article II hereof (including any cash paid pursuant to Section 1.7 or 1.8) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore Shares represented by such certificatesCompany Certificate.
Appears in 1 contract
Samples: Merger Agreement (Rorie Margaret S)
No Further Ownership Rights in Company Common Stock. All --------------------------------------------------- certificates representing shares of Parent Lucent Common Stock issued delivered upon the surrender for exchange of certificates representing shares of Company Common Stock the Certificates in accordance with the terms of this Article II hereof (including any cash paid pursuant to Section 1.7) shall be deemed to have been issued delivered (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore previously represented by such certificatesCertificates.
Appears in 1 contract
Samples: Merger Agreement (Ortel Corp/De/)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Capital Stock in accordance with the terms of this Article II hereof (including any cash paid in respect thereof) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the 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 Capital Stock theretofore represented by such certificateswhich were outstanding immediately prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Electronic Transmission Corp /De/)
No Further Ownership Rights in Company Common Stock. All shares of --------------------------------------------------- Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II 2 (including any certificates issued pursuant to Section 2.3(e)) 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 certificates.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued exchanged upon the surrender for exchange of certificates representing shares of the Company Common Stock Membership Interest in accordance with the terms of this Article II shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such certificatesMembership Interest.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for or exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II 2 shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the such shares of Company Common Stock theretofore represented by such certificatesStock.
Appears in 1 contract
Samples: Merger Agreement (Ivillage 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 certificates representing shares of Company Common Stock in accordance with the terms of this Article II 2 (including any cash paid pursuant to Section 2.5(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore thereto- fore represented by such certificates.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Preferred Stock (and any cash-in-lieu of fractional shares) and the Additional Consideration Agreement issued upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II 2 (including any certificates issued pursuant to Section 2.3(e)) 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 certificates.
Appears in 1 contract
Samples: Merger Agreement (Healthwatch 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 certificates representing shares of Company Common Stock in accordance with the terms of this Article II 2 (including any cash paid pursuant to Section 2.5(e)) 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 certificates.
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 certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II hereof (including any cash paid pursuant to Section 1.7 and Section 1.8) 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 certificatesCertificates.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. All The shares of Parent Common Stock issued upon paid in respect of the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II hereof shall be deemed to have been issued (and paid) 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 theretofore represented by such certificateswhich were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 2.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued The --------------------------------------------------- consideration paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II II, shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the such shares of Company Common Stock theretofore represented by Stock. If, after the Effective Time, any Company Certificate is presented to the Surviving Corporation, such certificatesCompany Certificate shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Aristotle Corp)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II shall be deemed (including any cash paid pursuant to have been issued (and paidSection 2.02(c) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such certificates.or 2.02(e)) shall
Appears in 1 contract
Samples: Merger Agreement (Allwaste Inc)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II hereof, together with any cash paid pursuant to Sections 1.7 and 1.8 shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the shares of Company Common Capital Stock theretofore represented by such certificatesCertificates.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. All shares of Parent Buyer Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II hereof shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the such shares of Company Common Stock theretofore represented by such certificatesStock. If, after the Effective Time, Certificates are presented to Buyer for any reason, they shall be cancelled and exchanged as provided in this Section 2.02.
Appears in 1 contract
Samples: Stock Purchase Agreement (Murray United Development Corp)
No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II hereof (including any cash paid 5 pursuant to Sections 1.7 and 1.8) 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 certificatesCertificates.
Appears in 1 contract
Samples: Merger Agreement (Imatron Inc)
No Further Ownership Rights in Company Common Stock. All The transfer of shares of Parent Common Stock issued upon the surrender of Certificates or Company Book-Entry Shares for exchange of certificates representing shares of Company Common Stock the applicable Merger Consideration in accordance with the terms of this Article II (including any cash paid in lieu of fractional shares of Parent Common Stock pursuant to Section 2.2(f)) shall be deemed to have been issued (and paid) payment in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore previously represented by such certificatesCertificates or Company Book-Entry Shares.
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 certificates representing shares of Company Common Stock in accordance with the terms hereof (including any cash paid in lieu of this Article II fractional shares) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the such shares of Company Common Stock theretofore represented by such certificates.Stock, and there shall be no further registration
Appears in 1 contract
Samples: Merger Agreement (Aironet Wireless Communications Inc)
No Further Ownership Rights in Company Common Stock. All shares --------------------------------------------------- of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II hereof (including any cash paid pursuant to Section 1.8) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore Stock, together with the associated Rights, represented by such certificatesCertificates.
Appears in 1 contract
Samples: Merger Agreement (Interpublic Group of Companies 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 certificates representing shares of Company Common Stock in accordance with the terms of this Article II ARTICLE III shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the shares of Company Common Stock. From and after the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the transfer books of the Surviving Corporation of the shares of Company Common Stock theretofore represented by such certificatesthat were outstanding immediately prior to the Effective Time.
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 certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II hereof (including any cash paid pursuant to Section 1.8) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore Stock, together with the associated Rights, represented by such certificatesCertificates.
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 certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II hereof (including any cash paid pursuant to Section 1.8) 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 certificatesCertificates.
Appears in 1 contract