Common use of No Further Ownership Rights in Company Common Stock Clause in Contracts

No Further Ownership Rights in Company Common Stock. The Merger Consideration 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 in full satisfaction of all rights pertaining to such shares of Company Common Stock, 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 Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 7 contracts

Samples: Merger Agreement (Pennichuck Corp), Merger Agreement (Hisamitsu U.S., Inc.), Merger Agreement (Noven Pharmaceuticals Inc)

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No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in accordance with the terms of this Article II upon III as a result of the conversion of any shares of Company Common Stock shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, 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 Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they such Certificates shall be canceled and exchanged as provided in this Article IIIII.

Appears in 6 contracts

Samples: Merger Agreement (Morphic Holding, Inc.), Merger Agreement (TSR Inc), Merger Agreement (Alpine Immune Sciences, Inc.)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid upon the surrender for exchange of Certificates evidencing 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 paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, and from 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 Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article IIIV.

Appears in 4 contracts

Samples: Merger Agreement (Computer Associates International Inc), Merger Agreement (Concord Communications Inc), Merger Agreement (Niku Corp)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid upon the surrender for exchange of Certificates evidencing 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 paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, and from 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 Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II.

Appears in 4 contracts

Samples: Merger Agreement (Airvana Inc), Merger Agreement (Kronos Inc), Merger Agreement (Gensym Corp)

No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in accordance with the terms of this Article II upon as a result of the conversion of any shares of Company Common Stock shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, 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 Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they such Certificates shall be canceled and exchanged as provided in this Article II.

Appears in 4 contracts

Samples: Merger Agreement (Stryker Corp), Merger Agreement (Vocera Communications, Inc.), Merger Agreement (Dermira, Inc.)

No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in accordance with the terms of this Article II upon as a result of the conversion of any shares of Company Common Stock shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, 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 Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 3 contracts

Samples: Merger Agreement (ARMO BioSciences, Inc.), Merger Agreement (Celator Pharmaceuticals Inc), Merger Agreement (Jazz Pharmaceuticals PLC)

No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in accordance with the terms of this Article II Section 2.01(c) upon conversion of any shares of Company Common Stock shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, and after . After the Effective Time 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 before 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 Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 3 contracts

Samples: Merger Agreement (Wesco International Inc), Merger Agreement (Anixter International Inc), Merger Agreement (Wesco International Inc)

No Further Ownership Rights in Company Common Stock. The Merger Consideration 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 in full satisfaction of all rights pertaining to such shares of Company Common Stock, Stock 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 Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Merger Agreement (Home Products International Inc), Merger Agreement (Tennant James R)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid upon the surrender for exchange of Certificates evidencing 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 paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, and from 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 Common Stock Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Merger Agreement (Brooktrout Inc), Merger Agreement (Brooktrout Inc)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid upon the surrender of Certificates 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 paid in full satisfaction of all rights pertaining to such the shares of Company Common StockStock formerly represented by such Certificates, and from 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 Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article IIII subject to Section 2.2(d).

Appears in 2 contracts

Samples: Merger Agreement (Rsa Security Inc/De/), Merger Agreement (Emc Corp)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid upon the surrender for exchange of Certificates evidencing 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 paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, and from 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 Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled cancelled and exchanged for the payment of the Merger Consideration as provided in this Article II.

Appears in 2 contracts

Samples: Merger Agreement (Saucony Inc), Merger Agreement (Stride Rite Corp)

No Further Ownership Rights in Company Common Stock. The Merger Consideration Consideration, together with any cash payable pursuant to Sections 1.6(f) and 1.7(d) issued and paid in exchange for 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, and after the Effective Time there shall be no further registration of transfers on the stock transfer books records of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, If after the Effective Time, any certificates formerly representing shares of Company Common Stock Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II1.

Appears in 2 contracts

Samples: Merger Agreement (Energynorth Inc), Merger Agreement (Eastern Enterprises)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid upon the surrender of Certificates 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 paid in full satisfaction of all rights pertaining to such the shares of Company Common StockStock formerly represented by such Certificates, and from 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 Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II, subject to Section 2.8(d).

Appears in 2 contracts

Samples: Merger Agreement (Mapinfo Corp), Merger Agreement (Mapinfo Corp)

No Further Ownership Rights in Company Common Stock. The Merger Consideration (or appropriate portion thereof) 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 paid in full satisfaction of all rights pertaining to such shares of Company Common Stockshares, 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 Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article IIIII.

Appears in 2 contracts

Samples: Merger Agreement (Carters Inc), Merger Agreement (Oshkosh B Gosh Inc)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid upon the surrender of Certificates 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 paid in full satisfaction of all rights pertaining to such the shares of Company Common StockStock formerly represented by such Certificates, and from 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 Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Option Care Inc/De), Merger Agreement (Walgreen Co)

No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in accordance with the terms of this Article II Section 2.01(c) upon conversion of any shares of Company Common Stock shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, and after . After the Effective Time 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 before 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 Paying 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 (Anixter International Inc), Merger Agreement (Anixter International Inc)

No Further Ownership Rights in Company Common Stock. The Merger Consideration 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 in full satisfaction of all rights pertaining to such shares of Company Common StockStock except as provided by applicable Law, 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 Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Merger Agreement (Ameripath Inc), Merger Agreement (Specialty Laboratories Inc)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid in accordance with the terms of this Article II upon conversion of hereof (including any shares of Company Common Stock cash paid in respect thereof pursuant to Section 2.7(d) and (e)) shall be deemed to have been paid issued in full satisfaction of all rights pertaining to such the shares of Company Common Stock, and after the Effective Time there shall be no further registration of transfers on the stock transfer books records of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, If after the Effective Time, any certificates formerly representing shares of Company Common Stock Time Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Digene Corp), Agreement and Plan of Merger (Digene Corp)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid upon the surrender of Certificates 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 paid in full satisfaction of all rights pertaining to such the shares of Company Common StockCapital Stock formerly represented by such Certificates, and from 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 Capital 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 Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Merger Agreement (I Trax Inc), Merger Agreement (Walgreen Co)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid or payable upon the surrender of Certificates in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall hereof will be deemed to have been paid or payable in full satisfaction of all rights pertaining to such the shares of Company Common StockStock formerly represented by such Certificate, and from and after the Effective Time Time, there shall will be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective TimeCorporation. If, after the Effective Time, any certificates formerly representing shares of Company Common Stock Certificates are presented to the Surviving Corporation or the Paying Agent for any reasonSurviving Company, they shall will be canceled cancelled and exchanged as for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article IIII and elsewhere in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (One Stop Systems, Inc.)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid upon the surrender of Certificates 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 paid in full satisfaction of all rights pertaining to such the shares of Company Common StockStock formerly represented by such Certificates, and from 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 Common Stock Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (American Dental Partners Inc)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid upon the surrender of Certificates 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 paid in full satisfaction of all rights pertaining to such the shares of Company Common StockStock formerly represented by such Certificates, and from 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 Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (BJS Wholesale Club Inc)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid upon the surrender of Certificates evidencing 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 paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, and from 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 Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (I Many Inc)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid upon the surrender of Certificates 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 paid in full satisfaction of all rights pertaining to such the shares of Company Common StockStock formerly represented by such Certificates, and from 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 Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Keane, Inc.)

No Further Ownership Rights in Company Common Stock. The Merger Consideration paid and CVRs issued in accordance with the terms of this Article II Section 2.01(c) upon conversion of any shares of Company Common Stock shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and after . After the Effective Time 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 before 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 Paying 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 (Anixter International Inc)

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No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock or Option Shares Merger Consideration, as applicable, shall be deemed to have been paid in full satisfaction of all rights pertaining to such the shares of Company Common Stock, theretofore represented by such Certificates, 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 Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article ARTICLE II, except as otherwise provided by law.

Appears in 1 contract

Samples: Merger Agreement (Royal Appliance Manufacturing Co)

No Further Ownership Rights in Company Common Stock. The Merger Consideration 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 in full satisfaction of all rights pertaining to such shares of Company Common Stock, 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 Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Tripoint Global Communications Inc)

No Further Ownership Rights in Company Common Stock. The Merger Consideration 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 paid in full satisfaction of all rights pertaining to such shares of Company Common Stockshares, 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 Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Merger Agreement (Foilmark Inc)

No Further Ownership Rights in Company Common Stock. The Merger Consideration paid issued (and paid) in accordance with the terms of this Article II IV upon conversion of any shares of Company Common Stock shall be deemed to have been paid issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, 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 Paying Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article IIIV.

Appears in 1 contract

Samples: Merger Agreement (Public Service Co of New Mexico)

No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in accordance with the terms of this Article II 2 upon conversion of any shares of Company Common Stock shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, Stock 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 Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II2.

Appears in 1 contract

Samples: Merger Agreement (Ecometry Corp)

No Further Ownership Rights in Company Common Stock. The Merger Consideration 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 paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, and after . After the Effective Time 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 Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.I.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.)

No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in accordance with the terms of this Article II upon conversion of any exchange for shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, and after the Effective Time there shall be no further registration of transfers on the stock transfer books records of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, If after the Effective Time, any certificates formerly representing shares of Company Common Stock Time Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Kenan Transport Co)

No Further Ownership Rights in Company Common Stock. The payment to the stockholders of the Company (collectively, the “Company Stockholders”) of his, her or its proportionate share of the Merger Consideration 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 in full satisfaction of all rights pertaining to such shares each share of Company Common Stock, 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 Certificates are presented for transfer to the Surviving Corporation or the Paying Agent for any reasonCorporation, they shall be canceled and exchanged as provided for the Merger Consideration payable in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Tucows Inc /Pa/)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid upon the surrender of Certificates 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 paid in full satisfaction of all rights pertaining to such the shares of Company Common StockStock formerly represented by such Certificates, and from 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 Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II, subject to Section 2.8(d).

Appears in 1 contract

Samples: Merger Agreement (Trimeris Inc)

No Further Ownership Rights in Company Common Stock. The Per Share Merger Consideration 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 paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, 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 Certificates or Book-Entry Shares are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.I.

Appears in 1 contract

Samples: Merger Agreement (Neulion, Inc.)

No Further Ownership Rights in Company Common Stock. The Merger Consideration paid 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 issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stockshares, 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 Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Litton Industries Inc)

No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in accordance with the terms of this Article II II, upon the conversion of any shares of Company Common Stock at the Effective Time, shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, and after . After the Effective Time 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 before the Effective Time. If, after the Effective Time, any certificates formerly representing Certificates that immediately prior to the Effective Time represented shares of Company Common Stock are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (UCP, Inc.)

No Further Ownership Rights in Company Common Stock. The All Merger Consideration paid upon the surrender for exchange of Certificates evidencing 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 paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, and from 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 Common Stock Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Valley National Gases Inc)

No Further Ownership Rights in Company Common Stock. The Merger Consideration paid issued 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, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Entity of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. IfSubject to Section 2.4(g), if, after the Effective Time, any certificates formerly representing shares of Company Common Stock Certificates are presented to the Surviving Corporation or the Paying Agent Entity for any reason, they shall be canceled cancelled and exchanged as provided in, an in accordance with, this Article II.

Appears in 1 contract

Samples: Merger Agreement (Provide Commerce Inc)

No Further Ownership Rights in Company Common Stock. The Merger Consideration 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 in full satisfaction of all rights pertaining to such shares of Company Common Stock, 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 Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (PHH Corp)

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