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 formerly represented by such Certificates. At the close of business on the day on which the Effective 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, any Certificate is presented to the Surviving Corporation for transfer, it shall be canceled against delivery of cash to the holder thereof as provided in this Article II.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Buffalo Wild Wings Inc), Agreement and Plan of Merger (Unilever N V), Agreement and Plan of Merger (Alberto-Culver CO)
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 formerly represented by such Certificates. At the close of business on the day on which the Effective 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, any Certificate is presented to the Surviving Corporation for transfer, it shall be canceled against delivery of cash to the holder thereof as provided in this Article IIIII.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Smith & Nephew PLC), Agreement and Plan of Merger (Osiris Therapeutics, Inc.), Agreement and Plan of Merger (Restaurant Brands International 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 formerly represented by such CertificatesCertificate. At the close of business on the day on which the Effective Time occurs, 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, any Certificate is Certificates are presented to the Surviving Corporation or the Paying Agent for transfertransfer or any other reason, it they shall be canceled against delivery of cash to the holder thereof and exchanged as provided in this Article II.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (American Water Works Company, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Us Airways 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 formerly represented by such Certificates. At the close of business on the day on which the Effective Time occurs, the stock share transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock share 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, any Certificate is presented to the Surviving Corporation for transfer, it shall be canceled cancelled against delivery of cash the Merger Consideration to the holder thereof as provided in this Article II2.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Speedway Motorsports Inc), Agreement and Plan of Merger (International Speedway Corp), Agreement and Plan of Merger (International Speedway 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 formerly represented by such CertificatesCertificate. At the close of business on the day on which the Effective Time occurs, 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, any Certificate is Certificates are presented to the Surviving Corporation or the Paying Agent for transfertransfer or any other reason, it they shall be canceled against delivery of cash to the holder thereof and exchanged as provided in this Article II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Corio Inc), Agreement and Plan of Merger (Rational Software Corp), Agreement and Plan of Merger (Crossworlds 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 (together with the associated Rights) formerly represented by such Certificates. At the close of business on the day on which the Effective 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, any Certificate is presented to the Surviving Corporation for transfer, it shall be canceled against delivery of cash to the holder thereof as provided in this Article II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Overseas Shipholding Group Inc), Agreement and Plan of Merger (Serologicals Corp), Agreement and Plan of Merger (Millipore Corp /Ma)
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 formerly represented by such CertificatesCertificate. At the close of business on the day on which Upon and after the Effective Time occursTime, 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, any Certificate is Certificates are presented to the Surviving Corporation or the Paying Agent for transfertransfer or any other reason, it they shall be canceled against delivery of cash to the holder thereof cancelled and exchanged as provided in this Article II.
Appears in 4 contracts
Samples: Document Agreement and Plan of Merger (Information Resources Inc), Agreement and Plan of Merger (Information Resources Inc), Document Agreement and Plan of Merger (Information Resources Inc)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates or the transfer of Uncertificated Shares 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 formerly represented by such CertificatesCertificates or Uncertificated Shares, as applicable. At the close of business on the day on which the Effective Time occursTime, 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, any Certificate is Certificates or Uncertificated Shares are presented to the Surviving Corporation for transfer, it they shall be canceled against delivery of cash to the holder thereof as provided in this Article IIIII.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cti Group Holdings Inc), Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Orthovita Inc)
No Further Ownership Rights in Company Common Stock. All cash The Merger Consideration 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 formerly represented by such Certificates. At the close of business on the day on which the Effective Time occurs, the stock share transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock share 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, any Certificate is presented to the Surviving Corporation for transfer, it shall be canceled against delivery of cash the Merger Consideration to the holder thereof as provided in this Article II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Viasys Healthcare Inc), Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Cardinal Health Inc)
No Further Ownership Rights in Company Common Stock. All cash Merger Consideration 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 formerly theretofore represented by such Certificates. At the close of business on the day on which of the Effective Time occursTime, 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, any Certificate is Certificates are presented to the Surviving Corporation or the Exchange Agent for transferany reason, it they shall be canceled against delivery of cash to the holder thereof cancelled and exchanged as provided in this Article II2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (QRS Corp), Agreement and Plan of Merger (QRS 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 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificates. At the close of business on the day on which the Effective 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, any Certificate is presented to the Surviving Corporation for transfertransfer or any other reason, it shall be canceled against delivery of cash to the holder thereof as provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Chemfirst Inc)
No Further Ownership Rights in Company Common Stock. All cash The Merger Consideration 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 formerly represented by such Certificates. At the close of business on the day on which the Effective Time occurs, the stock share transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock share 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, any Certificate is presented to the Surviving Corporation for transfer, it shall be canceled against delivery of cash to the holder thereof Merger Consideration as provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valassis Communications Inc), Agreement and Plan of Merger (Advo 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 formerly represented by such Certificates. At the close of business on the day on which the Effective 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, any Certificate is presented to the Surviving Corporation or Paying Agent for transferany reason, it shall be canceled against delivery of cash to the holder thereof as provided in this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mentor Corp /Mn/), Agreement and Plan of Merger (Johnson & Johnson)
No Further Ownership Rights in Company Common Stock. All cash Merger Consideration 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 formerly theretofore represented by such Certificates. At the close of business on the day on which of the Effective Time occursTime, 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, any Certificate is Certificates are presented to the Surviving Corporation or the Exchange Agent for transferany reason, it they shall be canceled against delivery of cash to the holder thereof cancelled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hytek Microsystems Inc), Agreement and Plan of Merger (Natel Engineering Company, Inc.)
No Further Ownership Rights in Company Common Stock. All From and after the Effective Time, all cash paid upon the surrender for exchange of Certificates shares of Company Common Stock 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 such shares of Company Common Stock formerly represented by such Certificates. At the close of business on the day on which the Effective Time occurs, the stock transfer books of the Company shall be closedStock, and there shall be no further registration of transfers on the stock transfer books records of the Surviving Corporation of the shares of Company Common Stock that which were outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, any Certificate is Certificates are presented to the Surviving Corporation for transferany reason, it they shall be canceled against delivery of cash to the holder thereof cancelled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bio Lok International Inc), Agreement and Plan of Merger (Acxiom Corp)
No Further Ownership Rights in Company Common Stock. All cash paid upon the surrender of Certificates shares of Company Common Stock 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 such shares of Company Common Stock formerly represented by such Certificates(and the associated Rights). At the close of business on the day on which the Effective 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 (and the associated Rights) that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificate is presented to the Surviving Corporation for transfer, it shall be canceled against delivery of cash to the holder thereof as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vicuron Pharmaceuticals 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 shall be deemed to have been paid in full satisfaction of all rights pertaining to the such shares of Company Common Stock formerly represented by such CertificatesStock. At the close of business on the day on which the Effective 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, any Certificate is presented to the Surviving Corporation for transfer, it shall be canceled against delivery of cash to the holder thereof as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wsi Industries, 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 formerly represented by such Certificates. At the close of business on the day on which the Effective 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, any Certificate is presented to the Surviving Corporation for transfer, it shall be canceled cancelled against delivery of cash to the holder thereof as provided in this Article II.
Appears in 1 contract
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 3 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly previously represented by such Certificates. At the close of business on the day on which the Effective Time 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, at any time after the Effective Time, any Certificate is Certificates are presented to the Surviving Corporation or Parent for transferany reason, it they shall be canceled against delivery of cash to the holder thereof and exchanged as provided in this Article II3.
Appears in 1 contract
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 formerly theretofore represented by such Certificates. At the close of business on the day on which the Effective 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, any Certificate is Certificates are presented to the Surviving Corporation or the Paying Agent for transferany reason, it they shall be canceled against delivery of cash to the holder thereof cancelled and exchanged as provided in this Article II2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sentigen Holding 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 ARTICLE III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificates. At the close of business on the day on which the Effective 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, any Certificate is presented to the Surviving Corporation for transfer, it shall be canceled against delivery of cash to the holder thereof as provided in this Article IIARTICLE III.
Appears in 1 contract
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 ARTICLE III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificates. At the close of business on the day on which the Effective 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, any Certificate is presented to the Surviving Corporation for transferany reason, it shall be canceled cancelled against delivery of cash to the holder thereof as provided in this Article IIARTICLE III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chelsea Therapeutics International, Ltd.)
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 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificates. At the close of business on the day on which the Effective Time occurs, 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, any Certificate is Certificates are presented to the Surviving Corporation or the Paying Agent for transfertransfer or any other reason, it they shall be canceled against delivery of cash to the holder thereof and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jones Apparel 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 III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificates. At the close of business on the day on which the Effective Time occursTime, 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, any Certificate is presented to the Surviving Corporation for transfer, it shall be canceled against delivery of cash to the holder thereof as provided in this Article IIIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Williams Controls 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 formerly represented by such Certificates. At the close of business on the day on which the Effective 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, any Certificate is presented to the Surviving Corporation or Paying Agent for transferany reason, it shall be canceled against delivery of cash to the holder thereof as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Conor Medsystems 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 Section 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such CertificatesCertificate. At the close of business on the day on which the Effective 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, any Certificate is Certificates are presented to the Surviving Corporation or the Paying Agent for transfertransfer or any other reason, it they shall be canceled against delivery of cash to the holder thereof cancelled and exchanged as provided in this Article IISection 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Infonet Services Corp)
