No Further Ownership Rights in Company Securities. All cash paid in accordance with the terms hereof with respect to Company Common Stock shall be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of Company Common Stock that were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 7. 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 thereafter 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. From and after the Effective Time, the holders of Certificates that evidenced ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided for herein or by Applicable Law. Subject to Section 7.2(d), if, at any time after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 7.2.
Appears in 1 contract
Samples: Merger Agreement (Stratagene Corp)
No Further Ownership Rights in Company Securities. All From and after the Effective Time, holders of Instruments shall cease to have any rights with respect thereto, other than the right to receive the portion of the Aggregate Merger Consideration to which such holder is entitled pursuant to Section 1.8 hereof and cash paid in lieu of fractional shares in accordance with Section 1.10 hereof. The portion of the Aggregate Merger Consideration to which such holder is entitled pursuant to Section 1.8 hereof and cash in lieu of fractional shares in accordance with Section 1.10 hereof delivered upon the surrender for exchange of shares of Company Capital Stock and Eligible Derivative Securities in accordance with the terms hereof with respect to Company Common Stock shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common StockCapital Stock and Eligible Derivative Securities, and there shall be no further registration of transfers on the records of the Surviving Corporation Entity of shares of Company Common Capital Stock that or Eligible Derivative Securities which were outstanding immediately prior to the Effective Time. If If, after the Effective Time Certificates Time, Instruments are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 7. 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 thereafter 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. From and after the Effective Time, the holders of Certificates that evidenced ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided for herein or by Applicable Law. Subject to Section 7.2(d), if, at any time after the Effective Time, Certificates are presented to the Surviving Corporation Entity for any reason, they shall be canceled and exchanged as provided in this Section 7.21.9.
Appears in 1 contract
Samples: Merger Agreement (Hologic Inc)
No Further Ownership Rights in Company Securities. From and after the Effective Time, no shares of Company Capital Stock or Eligible Derivative Securities shall be deemed to be outstanding, and holders of Instruments shall cease to have any rights with respect thereto, other than the right to receive the allocable portion of the Aggregate Merger Consideration and cash in lieu of fractional shares accordance with Sections 1.8, 1.9, 1.10 and 1.11 hereof. All rights to receive the allocable portion of the Aggregate Merger Consideration and cash paid in lieu of any fractional Merger Shares issued upon the surrender for exchange of shares of Company Capital Stock and Eligible Derivative Securities in accordance with the terms hereof with respect to Company Common Stock shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common StockCapital Stock and Eligible Derivative Securities, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Capital Stock that or Eligible Derivative Securities which were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reasonIf, they shall be canceled and exchanged as provided in this Article 7. 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 thereafter 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. From and after the Effective Time, the holders of Certificates that evidenced ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided for herein or by Applicable Law. Subject to Section 7.2(d), if, at any time after the Effective Time, Certificates Instruments are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 7.21.9.
Appears in 1 contract
Samples: Merger Agreement (Hologic Inc)
No Further Ownership Rights in Company Securities. All From and after the Effective Time, holders of Instruments shall cease to have any rights with respect thereto, other than the right to receive the number of Merger Shares to which such holder is entitled pursuant to Section 1.7 hereof and cash paid in lieu of fractional shares in accordance with Section 1.10 hereof. The number of Merger Shares to which such holder is entitled pursuant to Section 1.7 hereof and cash in lieu of any fractional Merger Shares in accordance with Section 1.10 hereof delivered upon the surrender for exchange of shares of Company Capital Stock and Eligible Derivative Securities in accordance with the terms hereof with respect to Company Common Stock shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common StockCapital Stock and Eligible Derivative Securities, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Capital Stock that or Eligible Derivative Securities which were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reasonIf, they shall be canceled and exchanged as provided in this Article 7. 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 thereafter 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. From and after the Effective Time, the holders of Certificates that evidenced ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided for herein or by Applicable Law. Subject to Section 7.2(d), if, at any time after the Effective Time, Certificates Instruments are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 7.21.9.
Appears in 1 contract
Samples: Merger Agreement (Hologic Inc)