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