No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of 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 the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 7 contracts
Samples: Merger Agreement (Calendar Acquisition Corp), Recapitalization Agreement and Plan of Merger (Equitrac Corporation), Proxy Statement (Jason Inc)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock Shares theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article IIIII.
Appears in 7 contracts
Samples: Merger Agreement (Kirkwood Acquisition Corp), Merger Agreement (Cocensys Inc), Merger Agreement (Integrated Health Services Inc)
No Further Ownership Rights in Company Common Stock. All cash Merger Consideration paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the 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 or the Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II, except as otherwise provided by law.
Appears in 6 contracts
Samples: Merger Agreement (Koninklijke Numico Nv), Merger Agreement (Vlsi Technology Inc), Merger Agreement (Koninklijke Philips Electronics Nv)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates a Certificate in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore formerly represented by such CertificatesCertificate. At the close of business on the day on which the Effective Time, Time occurs the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of 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 the Paying Agent for transfer or any other reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 4 contracts
Samples: Merger Agreement (Corio Inc), Merger Agreement (Rational Software Corp), Merger Agreement (International Business Machines Corp)
No Further Ownership Rights in Company Common Stock. All cash Merger Consideration paid or issued upon the surrender of Certificates a Certificate in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore formerly represented by such CertificatesCertificate. At Upon 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 stock transfer books of the Surviving Corporation of 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 the Paying Agent for transfer or any other reason, they shall be canceled cancelled and exchanged as provided in this Article II.
Appears in 4 contracts
Samples: Merger Agreement (Information Resources Inc), Merger Agreement (Information Resources Inc), Merger Agreement (Information Resources Inc)
No Further Ownership Rights in Company Common Stock. All cash Merger Consideration paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At 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 stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective TimeStock. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II, except as otherwise provided by law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Getty Petroleum Marketing Inc /Md/), Merger Agreement (Rental Service Corp), Merger Agreement (Rental Service Corp)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II III shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore formerly represented by such Certificates. At , and after the Effective Time, the stock transfer books of the Company shall be closed, and Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of 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 the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article IIIII, except as otherwise provided by law.
Appears in 3 contracts
Samples: Merger Agreement (Elite Information Group Inc), Merger Agreement (Elite Information Group Inc), Merger Agreement (Elite Information Group Inc)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of 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 the Paying Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II2.
Appears in 3 contracts
Samples: Merger Agreement (Virage Inc), Merger Agreement (Autonomy Corp PLC), Merger Agreement (Virage Inc)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all the rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the 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 Paying Agent or the Paying Agent for any reasonSurviving Corporation, they shall be canceled cancelled and exchanged for the Merger Consideration as provided in this Article II.
Appears in 3 contracts
Samples: Merger Agreement (Lin Television Corp), Merger Agreement (WTNH Broadcasting Inc), Merger Agreement (Lin Television Corp)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates a Certificate in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore formerly represented by such CertificatesCertificate. At the close of business on the day on which the Effective TimeTime occurs, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of 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 the Paying Agent for transfer or any other reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 3 contracts
Samples: Merger Agreement (Micromuse Inc), Merger Agreement (Ascential Software Corp), Merger Agreement (Mro Software Inc)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock Shares theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article IIIII.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Winsloew Furniture Inc), Agreement and Plan of Merger (Winsloew Furniture Inc), Merger Agreement (Winsloew Furniture Inc)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II Section 2.02 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of 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 the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 3 contracts
Samples: Merger Agreement (Northwestern Corp), Merger Agreement (Northwestern Corp), Merger Agreement (Del Laboratories Inc)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates a Certificate in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore formerly represented by such CertificatesCertificate. At the close of business on the day on which the Effective Time, Time occurs the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of 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 the Paying Agent for transfer or any other reason, they shall be canceled cancelled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Merger Agreement (L 3 Communications Corp), Merger Agreement (Westwood Corp/Nv/)
No Further Ownership Rights in Company Common Stock. All cash Merger Consideration issued or paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II I (including any cash paid pursuant to this Article I) shall be deemed to have been paid issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the 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 or the Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article III, except as otherwise provided by law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Precision Response Corp), Merger Agreement (Usa Networks Inc)
No Further Ownership Rights in Company Common Stock. All cash Merger Consideration issued or paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II 2 (including any cash paid pursuant to this Article 2) shall be deemed to have been paid issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the 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 or the Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II2, except as otherwise provided by law.
Appears in 2 contracts
Samples: Merger Agreement (Arena Resources Inc), Merger Agreement (Sandridge Energy Inc)
No Further Ownership Rights in Company Common Stock. All cash Merger Consideration paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the 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 or the Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II, except as otherwise provided by law.
Appears in 2 contracts
Samples: Merger Agreement (Zhone Technologies Inc), Merger Agreement (Premisys Communications Inc)
No Further Ownership Rights in Company Common Stock. All cash The Cash Consideration paid and Stock Consideration issuable upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to the shares of Company Common Stock Shares theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Merger Agreement (Railtex Inc), Merger Agreement (Railamerica Inc /De)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At , and, 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 stock transfer books of the Surviving Corporation of the 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 or the Paying Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article IIIII.
Appears in 2 contracts
Samples: Merger Agreement (Ebv Electronics Inc), Merger Agreement (Wyle Electronics)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock Shares theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Merger Agreement (Rgi Holdings Inc), Merger Agreement (Legend Properties Inc)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore and the Company Rights represented by such Certificatesthereby. At From and after the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the 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 or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article IISection.
Appears in 2 contracts
Samples: Merger Agreement (Kash N Karry Food Stores Inc), Merger Agreement (Food Lion Inc)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates a Certificate in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore formerly represented by such CertificatesCertificate. At the close of business on the day on which the Effective Time, Time occurs the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Time If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for transfer or any other reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Merger Agreement (International Business Machines Corp), Merger Agreement (Mainspring Inc)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates Shares in accordance with the terms of this Article II Section 2.02 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock Shares surrendered or theretofore represented by such CertificatesCertificates or Book-Entry Shares. 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 on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective TimeCompany. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Merger Agreement (BTP Acquisition Company, LLC), Merger Agreement (Image Entertainment Inc)
No Further Ownership Rights in Company Common Stock. All cash Merger --------------------------------------------------- Consideration paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II I shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At 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 stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates for such shares are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article III, except as otherwise provided by law.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. All cash Cash ---------------------------------------------------- Consideration paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Holdings Common Stock theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Holdings Common Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Merger Agreement (SDW Holdings Corp)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates a Certificate in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore formerly represented by such CertificatesCertificate. At the close of business on the day on which the Effective TimeTime occurs, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the close of business on the day on which the Effective TimeTime occurs, Certificates are presented to the Surviving Corporation or the Paying Agent for transfer or any other reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Merger Agreement (Filenet Corp)
No Further Ownership Rights in Company Common Stock. All cash ---------------------------------------------------- paid upon the surrender of Certificates in accordance with the terms of this Article II III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the 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 or the Paying Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article IIIII, except as otherwise provided by law.
Appears in 1 contract
Samples: Tender Offer Statement
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates a Certificate in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore formerly represented by such CertificatesCertificate. At From and after the close of business on the day on which the Effective TimeTime occurs, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of 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 the Paying Agent for transfer or any other reason, they shall be canceled and exchanged as provided in this Article IIII except as otherwise provided by law.
Appears in 1 contract
Samples: Merger Agreement (Clark Inc)
No Further Ownership Rights in Company Common Stock. All cash Merger Consideration issued or paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II 2 (including any cash paid pursuant to this Article 2) shall be deemed to have been paid issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the 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 Entity or the Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II2, except as otherwise provided by law.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. All cash Merger Consideration paid upon the surrender of Certificates a Certificate in accordance with the terms of this Article II Section 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore Shares formerly represented by such CertificatesCertificate. At the close of business on the day on which the Effective Time, Time occurs the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for transfer or any other reason, they shall be canceled cancelled and exchanged as provided in this Article IISection 2.
Appears in 1 contract
Samples: Merger Agreement (Summa Industries/)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At , and, 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 stock transfer books of the Surviving Corporation of the 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 or the Paying Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Merger Agreement (Colorado Gaming & Entertainment Co)
No Further Ownership Rights in Company Common Stock. All cash Merger --------------------------------------------------- Consideration paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the 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 or the Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II, except as otherwise provided by law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zhone Technologies Inc)
No Further Ownership Rights in Company Common Stock. All cash The Merger Consideration paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the 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 or the Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II2, except as otherwise provided by Law.
Appears in 1 contract
Samples: Merger Agreement (Iomai Corp)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender or exchange of Certificates or Uncertificated Shares in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such CertificatesStock. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of 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 the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
