No Further Ownership Rights in Company Stock. All Merger Consideration paid upon the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred 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 or Company Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Merger Agreement (Trimble Navigation LTD /Ca/), Merger Agreement (@Road, Inc)
No Further Ownership Rights in Company Stock. All Merger Consideration consideration paid upon following the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock (including any Future Contingent Payments payable with respect thereto) in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred 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 or Company Preferred Stock which were outstanding as of immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Merger Agreement (Aclaris Therapeutics, Inc.), Merger Agreement (Sucampo Pharmaceuticals, Inc.)
No Further Ownership Rights in Company Stock. All Merger Consideration consideration paid upon following the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock (including any Future Payments payable with respect thereto) in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred 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 or Company Preferred Stock which were outstanding as of immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article II, subject to Section 2.2(e).
Appears in 2 contracts
Samples: Merger Agreement (Progress Software Corp /Ma), Merger Agreement (Demandware Inc)
No Further Ownership Rights in Company Stock. All Merger Consideration cash paid upon the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock a Certificate in accordance with the terms hereof of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such the shares of Company Common Stock or Company Preferred Stock, and from and after formerly represented by such Certificate. 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 or Company Preferred Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Paying Agent for transfer or any other reason, they shall be cancelled canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Merger Agreement (Sequent Computer Systems Inc /Or/)
No Further Ownership Rights in Company Stock. All Merger Consideration consideration paid upon following the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock (including any Future Payments payable with respect thereto) in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred 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 or Company Preferred Stock which were outstanding as of immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent Payments Administrator for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Merger Agreement (Crane Co /De/)
No Further Ownership Rights in Company Stock. All Merger Consideration issued or paid upon the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock in accordance with the terms hereof of this Article 2 (including any cash paid pursuant to this Article 2) shall be deemed to have been paid issued (and paid) in full satisfaction of all rights pertaining to such the shares of Company Common Stock or Company Preferred Stocktheretofore 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 or Company Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Exchange/Payment Agent for any reason, they shall be cancelled canceled and exchanged exchanged, if applicable, as provided in this Article II2, except as otherwise provided by law.
Appears in 1 contract
Samples: Merger Agreement (Exelixis Inc)
No Further Ownership Rights in Company Stock. All Merger Consideration consideration paid upon following the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock (including any Future Payments payable with respect thereto) in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred 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 or Company Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 1 contract
No Further Ownership Rights in Company Stock. All Merger Consideration consideration paid upon following the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock (including any Future Payments payable with respect thereto) in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred 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 Entity of the shares of Company Common Stock or Company Preferred Stock which were outstanding as of immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation Entity or the Exchange and Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article II, subject to Section 2.2(e).
Appears in 1 contract
Samples: Merger Agreement (Ophthotech Corp.)
No Further Ownership Rights in Company Stock. All Merger Consideration cash paid upon the surrender for exchange of Certificates evidencing 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 or Company Preferred Stock in accordance with theretofore represented by such Certificates. At the terms hereof Effective Time, the stock transfer books of the Company shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred Stockclosed, 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 or Company Preferred Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 1 contract
No Further Ownership Rights in Company Stock. All Merger Consideration consideration paid upon following the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred 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 or Company Preferred Stock which were outstanding as of immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange and Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article II, subject to Section 2.2(e).
Appears in 1 contract
No Further Ownership Rights in Company Stock. All Merger Consideration consideration paid upon following the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock (including any Future Payments payable with respect thereto) in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred 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 or Company Preferred Stock which were outstanding as of immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange and Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article II, subject to Section 2.2(e).
Appears in 1 contract
No Further Ownership Rights in Company Stock. All Merger Consideration issued and paid upon the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock in accordance with the terms hereof (including any dividends or other distributions paid pursuant to Section 2.2(b)) shall be deemed to have been paid issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred 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 or Company Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Merger Agreement