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

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired and cease to exist; and (b) each holder of a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price payable therefor in accordance with Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c). The Per Share Price paid in accordance with the terms of this Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) be cancelled and exchanged as provided in this Article II.

Appears in 11 contracts

Samples: Merger Agreement (Augmedix, Inc.), Merger Agreement (Rover Group, Inc.), Merger Agreement (Instructure Inc)

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No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired cancelled and cease to exist; and (b) each holder of a Certificate or Uncertificated Shares theretofore previously representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price consideration payable therefor in accordance with Section 2.7, 2.7 (or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c)). The Per Share Price consideration paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) be cancelled and exchanged as provided in this Article II.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Everbridge, Inc.), Merger Agreement (Everbridge, Inc.), Merger Agreement (Alteryx, Inc.)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired and cease to exist; and (b) each holder of a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price payable therefor in accordance with Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c). The Per Share Price paid in accordance with the terms of this Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange payment procedures of Section 2.9(c)) be cancelled and exchanged as provided in this Article II.

Appears in 3 contracts

Samples: Merger Agreement (PRGX Global, Inc.), Merger Agreement (Vitamin Shoppe, Inc.), Merger Agreement (Liberty Tax, Inc.)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelledconverted or cancelled and retired, retired as applicable, in accordance with Section 2.7 and cease to exist; and (b) each holder of a Certificate Certificates or Uncertificated Shares theretofore representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price Price, payable therefor in accordance with Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c2.7(d). The Per Share Price paid in accordance with the terms of this Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c2.10(c)) be cancelled and exchanged as provided in this Article II.

Appears in 3 contracts

Samples: Merger Agreement (R1 RCM Inc. /DE), Merger Agreement (R1 RCM Inc. /DE), Merger Agreement (EngageSmart, Inc.)

No Further Ownership Rights in Company Common Stock. From Subject to the provisions of Section 3.7, from and after the Effective Time, (a) all shares of Company Common Stock will shall no longer be outstanding and will shall automatically be cancelled, retired and cease to exist; , and (b) each holder of a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock will shall cease to have any rights with respect thereto, except the right to receive the Per Share Price Merger Consideration payable therefor in respect thereof pursuant to Section 3.7(b) upon the surrender thereof in accordance with the provisions of Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c)3.9. The Per Share Price Merger Consideration paid upon the surrender for exchange of shares of Company Common Stock in accordance with the terms of this Article II will hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From , and after the Effective Time, there will shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that which were issued and outstanding immediately prior to the Effective Time, Time other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Book-Entry Shares are presented to Parent or the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) shall be cancelled canceled and exchanged as provided in this Article IIIII.

Appears in 3 contracts

Samples: Merger Agreement (Emc Corp), Merger Agreement (Data Domain, Inc.), Merger Agreement (Emc Corp)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will shall no longer be outstanding and will shall automatically be cancelled, retired and cease to exist; , and (b) each holder of Uncertificated Shares or a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock will shall cease to have any rights with respect thereto, except the right to receive the Per Share Price payable therefor in accordance with the provisions of Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c). The Per Share Price paid in accordance with the terms of this Article II will shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of the Company Common Stock. From and after the Effective Time, there will shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) shall be cancelled canceled and exchanged as provided in this Article II.

Appears in 3 contracts

Samples: Merger Agreement (Vista Equity Partners Fund III LP), Merger Agreement (Sumtotal Systems Inc), Merger Agreement (Sumtotal Systems Inc)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will shall no longer be outstanding and will shall automatically be cancelled, retired and cease to exist; , and (b) each holder of a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock will shall cease to have any rights with respect thereto, except the right to receive the Per Share Price Merger Consideration payable therefor upon the surrender thereof in accordance with the provisions of Section 2.7, 2.8. Any Merger Consideration paid upon the surrender for exchange of Certificates or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c). The Per Share Price paid Uncertificated Shares in accordance with the terms of this Article II will shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of the Company Common StockStock represented thereby. From and after the Effective Time, there will shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) shall be cancelled and exchanged as provided in this Article II, subject to applicable Law in the case of Dissenting Company Shares.

Appears in 3 contracts

Samples: Merger Agreement (Xcerra Corp), Merger Agreement (Cohu Inc), Merger Agreement (Xcerra Corp)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired and cease to exist; and (b) each holder of a Certificate Certificates or Uncertificated Shares theretofore representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price payable therefor in accordance with Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c). The Per Share Price paid in accordance with the terms of this Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) be cancelled and exchanged as provided in this Article II.

Appears in 3 contracts

Samples: Merger Agreement (Quotient Technology Inc.), Merger Agreement (Datto Holding Corp.), Merger Agreement (Datto Holding Corp.)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelledconverted or cancelled and retired, retired as applicable in accordance with Section 2.7, and cease to exist; and (b) holders of each holder of a Certificate or Uncertificated Shares Share theretofore representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price payable therefor in accordance with Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c). The Per Share Price paid in accordance with the terms of this Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c2.10(c)) be cancelled and exchanged as provided in this Article II.

Appears in 3 contracts

Samples: Merger Agreement (Innophos Holdings, Inc.), Merger Agreement (Monotype Imaging Holdings Inc.), Merger Agreement (Nutraceutical International Corp)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired cancelled and cease to exist; and (b) each holder of a Certificate or Uncertificated Shares theretofore previously representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price consideration payable therefor in accordance with Section 2.7, 2.7 (or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c262 of the DGCL). The Per Share Price consideration paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) be cancelled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Merger Agreement (KnowBe4, Inc.), Merger Agreement (Vepf Vii SPV I, L.P.)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired and cease to exist; and (b) each holder of a Certificate (or effective affidavit of loss in lieu of such Certificates as set forth in Section 2.11) or Uncertificated Shares theretofore representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price payable therefor in accordance with Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c). The Per Share Price paid in accordance with the terms of this Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates (or effective affidavit of loss in lieu of such Certificates as set forth in Section 2.11) or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) be cancelled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (STAMPS.COM Inc)

No Further Ownership Rights in Company Common Stock. From Subject to the provisions of Section 3.7, from and after the Effective Time, (a) all shares of Company Common Stock will shall no longer be outstanding and will shall automatically be cancelled, retired and cease to exist; , and (b) each holder of a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock will shall cease to have any rights with respect thereto, except the right to receive the Per Share Price Merger Consideration payable therefor in respect thereof pursuant to Section 3.7(b) upon the surrender thereof in accordance with the provisions of Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c)3.9. The Per Share Price Merger Consideration paid upon the surrender for exchange of shares of Company Common Stock in accordance with the terms of this Article II will hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From , and after the Effective Time, there will shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that which were issued and outstanding immediately prior to the Effective Time, Time other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Book-Entry Shares are presented to Parent or the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) shall be cancelled and exchanged as provided in this Article IIIII.

Appears in 2 contracts

Samples: Merger Agreement (Ramtron International Corp), Merger Agreement (Cypress Semiconductor Corp /De/)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelledconverted or cancelled and retired, retired as applicable, in accordance with Section 2.7 and cease to exist; and (b) each holder of a Certificate Certificates or Uncertificated Shares theretofore representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price Price, payable therefor in accordance with Section 2.7, or ; in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c2.7(d). The Per Share Price paid in accordance with the terms of this Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) be cancelled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Squarespace, Inc.), Merger Agreement (Squarespace, Inc.)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will shall no longer be outstanding and will shall automatically be cancelled, retired and cease to exist; , and (b) each holder of Uncertificated Shares or a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock will shall cease to have any rights with respect thereto, except the right to receive receive, without interest thereon, the Per Share Price payable therefor in accordance with the provisions of Section 2.71.7 (or otherwise, or in the case respect of Dissenting Company Shares, the rights pursuant right to receive consideration in accordance with Section 2.7(c1.7(c)). The Per Share Price paid in accordance with the terms of this Article II will I shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of the Company Common Stock. From and after the Effective Time, there will shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) shall be cancelled and exchanged as provided in this Article II.I.

Appears in 2 contracts

Samples: Merger Agreement (Valley Telephone Co., LLC), Merger Agreement (Knology Inc)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired cancelled and cease to exist; and (b) each holder of a Certificate or Uncertificated Book-Entry Shares theretofore representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price Merger Consideration payable therefor in accordance with Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c2.7(b). The Per Share Price Merger Consideration paid in accordance with the terms of this Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Book-Entry Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)2.9) be cancelled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Merger Agreement (Linkedin Corp), Merger Agreement

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will Shares shall no longer be outstanding and will shall automatically be cancelled, retired and cease to exist; , and (b) each holder of a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock will Shares shall, subject to Section 3.7(c)(i), cease to have any rights with respect thereto, except the right to receive the Per Share Price Merger Consideration payable therefor upon the surrender thereof in accordance with the provisions of Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c)3.8. The Per Share Price Merger Consideration paid in accordance with the terms of this Article II will III shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of the Company Common Stock. From and after At the Effective Time, the stock transfer books of the Surviving Corporation shall be closed, and thereafter there will shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) shall be cancelled canceled and exchanged as provided in this Article IIIII.

Appears in 2 contracts

Samples: Merger Agreement (Receptos, Inc.), Merger Agreement (Celgene Corp /De/)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired cancelled and cease to exist; and (b) each holder of a Certificate or Uncertificated Shares theretofore previously representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price consideration payable therefor in accordance with Section 2.7, 2.10 (or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c2.10(c)). The Per Share Price consideration paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c2.12(c)) be cancelled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Merger Agreement (Globalscape Inc), Agreement and Plan of Merger (Forescout Technologies, Inc)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock Shares will no longer be outstanding and will automatically be cancelled, retired and cease to exist; exist; and (b) each holder of a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock Shares will cease to have any rights with respect thereto, except the right to receive the Per Share Price (subject to any required withholding Taxes payable in respect thereof) payable therefor in accordance with Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c). The Per Share Price paid Upon payment in accordance with the terms of this Article II II, the Per Share Price will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common StockShares. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c2.10(c)) be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Tessco Technologies Inc)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired cancelled and cease to exist; and (b) each holder of a Certificate or Uncertificated Shares theretofore previously representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price consideration payable therefor in accordance with Section 2.7, 2.7(a) (or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c)). The Per Share Price consideration paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Rackspace Hosting, Inc.)

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No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired cancelled and cease to exist; and (b) each holder of a Certificate or Uncertificated Shares theretofore previously representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price consideration payable therefor in accordance with Section 2.7, 2.7 (or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c2.7(d)). The Per Share Price consideration paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c2.10(c)) be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Sumo Logic, Inc.)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired cancelled and cease to exist; and (b) each holder of a Certificate or Uncertificated Shares theretofore previously representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price consideration payable therefor in accordance with Section 2.7, 2.7 (or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c)). The Per Share Price consideration paid in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c2.10(c)) be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Sierra Oncology, Inc.)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired and cease to exist; and (b) each holder of a Certificate or Uncertificated Shares theretofore previously representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price consideration payable therefor in accordance with Section 2.7, 3.1 (or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c3.1(c)). The Per Share Price consideration paid in accordance with the terms of this Article II III upon conversion of any shares of Company Common Stock will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c3.4(c)) be cancelled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Merger Agreement (Thorne Healthtech, Inc.)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock Shares will no longer be outstanding and will automatically be cancelled, retired and cease to exist; and (b) each holder of a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock Shares will cease to have any rights with respect thereto, except the right to receive the Per Share Price payable therefor in accordance with Section 2.72.10, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c2.10(c). The Per Share Price paid in accordance with the terms of this Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common StockShares. From and after the Effective Time, the stock transfer books of the Surviving Corporation shall be closed and there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c2.13(c)) be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Castlight Health, Inc.)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelledconverted or cancelled and retired, retired as applicable, in accordance with Section ‎2.7 and cease to exist; and (b) each holder of a Certificate Certificates or Uncertificated Shares theretofore representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price Price, payable therefor in accordance with Section 2.7‎2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c‎2.7(d), subject in each case, to any applicable withholding in accordance with Section ‎2.13. The Per Share Price paid in accordance with the terms of this Article ‎Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c‎2.10(c)) be cancelled and exchanged as provided in this Article ‎Article II.

Appears in 1 contract

Samples: Merger Agreement (HireRight Holdings Corp)

No Further Ownership Rights in Company Common Stock. From Subject to the provisions of Section 3.7, from and after the Effective Time, (a) all shares of Company Common Stock will shall no longer be outstanding and will shall automatically be cancelled, retired and cease to exist; , and (b) each holder of a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock will shall cease to have any rights with respect thereto, except the right to receive the Per Share Price Merger Consideration payable therefor in respect thereof pursuant to Section 3.7(b) upon the surrender thereof in accordance with the provisions of Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c)3.9. The Per Share Price Merger Consideration paid upon the surrender for exchange of shares of Company Common Stock in accordance with the terms of this Article II will hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From , and after the Effective Time, there will shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that which were issued and outstanding immediately prior to the Effective Time, Time other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Book-Entry Shares are presented to Parent, the Surviving Corporation Entity for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) shall be cancelled canceled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Merger Agreement (Emc Corp)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired cancelled and cease to exist; and (b) each holder of a Certificate or Uncertificated Book-Entry Shares theretofore representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price Merger Consideration payable therefor in accordance with Section 2.72.7(a)(iii), or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c2.7(b). The Per Share Price Merger Consideration paid in accordance with the terms of this Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Book-Entry Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)2.9) be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Nuance Communications, Inc.)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Shares, including the Owned Company Common Stock Shares in accordance with Section 2.7(a), will no longer be outstanding and will automatically be cancelled, retired and cease to exist; exist; and (b) other than the Dissenting Company Shares, which shall be subject to the terms of Section 2.7(c), each holder of a Shares (or any Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock Shares) will cease to have any rights with respect thereto, except the right to receive the Per Share Price payable therefor in accordance with Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c2.7(a)(ii). The Per Share Price paid in accordance with the terms of this Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common StockShares. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c2.10(c)) be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Thoughtworks Holding, Inc.)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired and cease to exist; and (b) each holder of a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price payable therefor in accordance with Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c). The Per Share Price paid to such holder in accordance with the terms of this Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such shares share of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Cambrex Corp)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Capital Stock will no longer be outstanding and will automatically be cancelled, retired and cease to exist; and (b) each holder of a Certificate or Uncertificated Shares theretofore previously representing any shares of Company Common Capital Stock will cease to have any rights with respect thereto, except the right to receive the applicable Per Share Price payable therefor in accordance with Section 2.7, or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c). The applicable Per Share Price paid in accordance with the terms of this Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Capital Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Capital Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Omnicomm Systems Inc)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired cancelled and cease to exist; and (b) each holder of a Certificate or Uncertificated Shares theretofore previously representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price consideration payable therefor in accordance with Section 2.7, 3.7 (or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c3.7(c)). The Per Share Price consideration paid in accordance with the terms of this Article II III upon conversion of any shares of Company Common Stock will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c3.9(c)) be cancelled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Merger Agreement (Rocket Fuel Inc.)

No Further Ownership Rights in Company Common Stock. From and after the Effective Time, (a) all shares of Company Common Stock will no longer be outstanding and will automatically be cancelled, retired and cease to exist; and (b) each holder of a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price payable therefor in accordance with Section 2.72.7(a), or in the case of Dissenting Company Shares, the rights pursuant to Section 2.7(c). The Per Share Price paid in accordance with the terms of this Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they will (subject to compliance with the exchange procedures of Section 2.9(c)) be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Mobileiron, Inc.)

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