No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Penney J C Co Inc), Agreement and Plan of Merger (Genovese Leonard), Agreement and Plan of Merger (Penney J C Co Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Whirlpool Corp /De/), Agreement and Plan of Merger (Whirlpool Corp /De/), Agreement and Plan of Merger (Maytag Corp)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued paid (and paidissued) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued paid (and paidissued) in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Boyd Gaming Corp), Stockholders Agreement (Boyd Gaming Corp), Execution Copy (Boyd Gaming Corp)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid upon the surrender for exchange of Certificates or transfer of Uncertificated Shares in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock 2 shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such the shares of Company Common StockStock theretofore represented by such Certificates or Uncertificated Shares, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which that remain unpaid at the Effective Time, and after the Effective Time 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 were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock or Uncertificated Shares are presented to the Surviving Corporation or the 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 3 contracts
Samples: Agreement and Plan of Merger (Ceradyne Inc), Agreement and Plan of Merger (Martek Biosciences Corp), Agreement and Plan of Merger (Cogent, Inc.)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued paid (and paidissued) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued paid (and paidissued) in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time; provided that the Company has deposited the funds to pay such dividend or distribution with its transfer agent prior to the Closing, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Jorgensen Earle M Co /De/), Agreement and Plan of Merger (Reliance Steel & Aluminum Co)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) All consideration paid upon the surrender of Certificates or Book-Entry Shares in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock I shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such the shares of Company Common StockStock theretofore represented by such Certificates or Book-Entry Shares, subject, however, to any obligation of the Surviving Corporation's obligation Corporation to pay any dividends or make any other distributions with a record date prior to the Effective Time that which may have been declared authorized or made by the Company on such with respect to shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid or unsatisfied at the Effective Time, and after the Effective 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 which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any the Certificates formerly representing shares of Company Common Stock or Book-Entry Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article III, except as otherwise provided by applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Westaff Inc), Agreement and Plan of Merger (Ablest Inc), Agreement and Plan of Merger (Sorensen Trust)
No Further Ownership Rights in Company Common Stock. The Merger Consideration All shares of Parent Common Stock issued (and paid) upon the surrender for exchange of Certificates in accordance with the terms of this Article II upon conversion of (including any shares of Company Common Stock cash paid pursuant to this Article II) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such the shares of Company Common StockStock theretofore represented by such Certificates, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that which may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective 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 which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the 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 3 contracts
Samples: Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Gaylord Entertainment Co)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subjectSUBJECT, howeverHOWEVER, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 3 contracts
Samples: 5 Agreement and Plan of Merger (Ralston Purina Co), Agreement and Plan of Merger (Maytag Corp), Conopco Inc
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such the shares of Company Common StockStock converted into the right to receive Merger Consideration pursuant to Section 2.01(c), subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reynolds American Inc), Agreement and Plan of Merger (British American Tobacco p.l.c.)
No Further Ownership Rights in Company Common Stock. The All Merger Consideration issued (and paid) paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock I shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such the shares of Company Common StockStock theretofore represented by such Certificates, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that which may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective 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 which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the 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 (Domaines Barons De Rothschild /Lafite/), Agreement and Plan of Merger (Chalone Wine Group LTD)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued paid (and paidissued) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued paid (and paidissued) in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Agreement and Plan of Merger (Coast Hotels & Casinos Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration All shares of Acquiror Common Stock issued (and paid) upon the surrender for exchange of Certificates in accordance with the terms of this Article II upon conversion of 2 (including any shares of Company Common Stock cash paid pursuant to this Article 2) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such the shares of Company Common Stock, theretofore represented by such Certificates, subject, however, to the Surviving CorporationAcquiror's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that which may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective 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 which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the 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: Agreement and Plan of Merger (Newell Co), Agreement and Plan of Merger (Rubbermaid Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to (i) the Surviving Corporation's ’s obligation to pay or provide for the rights of dissenters and (ii) the Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (WPS Resources Corp)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stanley, Inc.), Agreement and Plan of Merger (Cgi Group Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration All shares of Parent Common Stock issued (and paid) upon the surrender for exchange of Certificates in accordance with the terms of this Article II upon conversion of (including any shares of Company Common Stock cash paid pursuant to this Article II) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such the shares of Company Common StockStock theretofore represented by such Certificates, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that which may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective 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 which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II, except as otherwise provided by law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Associates First Capital Corp)
No Further Ownership Rights in Company Common Stock. The Total Merger Consideration issued (and paid) paid in accordance with the terms of this Article II I upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's Company’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time Date that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after Date. After the Effective Time Date there shall be no further registration of transfers on the stock equity transfer books of the Surviving Corporation Company of shares of Company Common Stock that were outstanding immediately prior to the Effective TimeDate. If, after the Effective TimeDate, any Stock Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation Company or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crested Corp), Agreement and Plan of Merger (Us Energy Corp)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stockshares, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Newport News Shipbuilding Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration All shares of Purchaser Common Stock issued (and paid) upon the surrender for exchange of shares of Company Common Stock in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock hereof shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that which may have been declared declared, made or made accrued by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective 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 which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Answer Think Consulting Group Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon I as a result of the conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock not in accordance with violation of the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after . After the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DreamWorks Animation SKG, Inc.)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion surrender of any shares of Company Common Stock Certificate shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digitalnet Holdings Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion surrender of any Certificate or book-entry shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's obligation to pay pay, without interest thereon, any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, Time and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DRS Technologies Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all ownership rights pertaining to such shares of Company Common Stock, subjectSUBJECT, howeverHOWEVER, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective TimeTime (other than the Affiliate Shares and the Parent Allocated Tender Shares). If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Axa)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, ; subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ikon Office Solutions Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration All shares --------------------------------------------------- of Parent Common Stock issued (and paid) in accordance with the terms of pursuant to this Article II upon conversion of (and any shares of Company Common Stock cash paid pursuant to Section 2.2(c) or 2.2(e)) shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's obligation to pay ------- ------- any dividends or make any other distributions with a record date prior to the Effective Time that which may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective 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 which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. The Merger Consideration consideration paid and/or issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been paid and/or issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's Entity I’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Entity I of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates and any Book-Entry Shares formerly representing shares of Company Common Stock are presented to the Surviving Corporation Entity I or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Willbros Group, Inc.\NEW\)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in exchange for the surrender of Certificates in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common StockStock theretofore represented by such Certificates, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions distributions, with a record date prior to the Effective Time Time, that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after After the Effective Time, any Certificates formerly representing shares of Company Common Stock that are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they reason shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Riviera Holdings Corp)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after . After the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates or Book-Entry Shares formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Imperial Industries Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (All shares of Parent Common Stock issued, Contingent Value Rights issued, and the Aggregate Cash Payment paid) , upon the surrender for exchange of Certificates or Common Stock Options in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such the shares of Company Common StockStock theretofore represented by such Certificates or Common Stock Options, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared authorized or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which that remain unpaid at the Effective Time, and after the Effective 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, any Certificates formerly representing shares of Company or Common Stock Options are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II, except as otherwise provided by law.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion Table of Contents of any shares of Company Common Stock (including any dividends or other distributions paid pursuant to Section 2.02(c) and cash paid in lieu of fractional shares pursuant to Section 2.02(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
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No Further Ownership Rights in Company Common Stock. The All HoldCo ADSs and Merger Consideration Ordinary Shares issued (and paid) upon the surrender for exchange of Certificates in accordance with the terms of this Article II upon conversion of hereof (including any shares of Company Common Stock cash paid pursuant to SECTION 2.03(e)) shall be deemed to have been issued (and paid) at the Effective Time in full satisfaction of all rights pertaining to such shares of Company Common Stockthe Converted Shares represented thereby, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that which may have been declared or made by the Company on such the shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain remained unpaid at the Effective Time, . From and after the Effective Time 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 thereon of the Surviving Corporation of shares of Company Common Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article IISection.
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No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to (i) the Surviving Corporation's obligation to pay or provide for the rights of dissenters and (ii) the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
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No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid upon the surrender of a Certificate in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock IV shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such the shares of Company Common StockStock formerly represented by such Certificate, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time. At the Effective Time, the stock transfer books of the Company shall be closed, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided for in this Article IIIV.
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No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock (including any dividends or other distributions paid pursuant to this Section 2.02(c)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which that remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock or Uncertificated Shares are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Plantronics Inc /Ca/)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with (and not in violation of) the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective TimeTime (collectively, “Unpaid Dividends”), and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
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No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II III ----------- upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's ------- ------- obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after . After the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.III. -----------
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No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall will be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall will be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall will be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Readers Digest Association Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's Entity’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement hereof and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Entity of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing evidencing shares of Company Common Stock are presented to the Surviving Corporation Entity or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
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No Further Ownership Rights in Company Common Stock. The Merger Consideration All shares of Parent Common Stock issued (and paid) upon the surrender for exchange of shares of Company Common Stock in accordance with the terms of this Article II upon conversion of hereof (including any shares of Company Common Stock cash paid pursuant to Section 1.03(c) or 1.03(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that which may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement hereof and which remain unpaid at the Effective Time, and after the Effective 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 which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magellan Technology Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after . After the close of business on the day in which the Effective Time occurs there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged against the delivery of Merger Consideration as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Photon Dynamics Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration All Parent Common Stock issued (and paid) upon conversion of Company Common Stock in accordance with the terms of this Article II upon conversion of hereof (including any shares of Company Common Stock cash paid pursuant to Section 2.2(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, subjectSUBJECT, howeverHOWEVER, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement on or prior to the date of this Agreement Effective Time and which remain unpaid at the Effective Time, and after . At the Effective Time there shall be no further registration of transfers on Time, the stock transfer books of the Surviving Corporation of shares Company shall be closed to holders of Company Common Stock that were outstanding immediately prior to the Effective TimeTime and no transfer of Company Common Stock by any such holder shall thereafter be made or recognized. If, after the Effective Time, any Company Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Premier Financial Bancorp Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (All shares of Parent Common Stock issued, Contingent Value Rights issued, and the Aggregate Cash Payment paid) , upon the surrender for exchange of Certificates or Common Stock Options in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such the shares of Company Common StockStock theretofore represented by such Certificates or Common Stock Options, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared authorized or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which that remain unpaid at the Effective Time, and after the Effective 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, any Certificates formerly representing shares of Company or Common Stock Options are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II, except as otherwise provided by law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Warp Technology Holdings Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration All shares of Parent Common Stock issued (and paid) upon the surrender for exchange of Certificates in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock III shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such the shares of Company Common StockStock theretofore represented by such Certificates, subject, however, to the obligation of the Surviving Corporation's obligation Corporation to pay any dividends or make any other distributions with a record date prior to the Effective Time that of the Merger which may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective TimeTime of the Merger, and after the Effective 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 which were outstanding immediately prior to the Effective TimeTime of the Merger. If, after the Effective TimeTime of the Merger, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II.III, except as otherwise provided by law. (e)
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Peerless Systems Corp)
No Further Ownership Rights in Company Common Stock. The All Merger Consideration issued (and paid) paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock I shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such the shares of Company Common StockStock theretofore represented by such Certificates, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that which may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective 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 which were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the 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
Samples: Agreement and Plan of Merger (Constellation Brands, Inc.)
No Further Ownership Rights in Company Common Stock. The Merger Consideration paid and/or issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been paid and/or issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's Entity’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Entity of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation Entity or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration All shares of Buyer Common Stock issued (and paid) upon the surrender for exchange of Certificates in accordance with the terms of this Article ARTICLE II upon conversion of (including any shares of Company Common Stock shall cash paid pursuant to this ARTICLE II) will be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such the shares of Company Common Stock, theretofore represented by such Certificates, subject, however, to the Surviving CorporationBuyer's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which that remain unpaid at the Effective Time, and after the Effective Time there shall will 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 Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall will be canceled and exchanged as provided in this Article ARTICLE II, except as otherwise provided by law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Commercial Intertech Corp)
No Further Ownership Rights in Company Common Stock. The Merger --------------------------------------------------- Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's obligation to pay ------- ------- any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Willamette Industries Inc)
No Further Ownership Rights in Company Common Stock. The Merger Consideration issued (and paid) paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cambridge Display Technology, Inc.)
