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

No Further Ownership Rights in Company. Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.2(b) or 2.2(d)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time and have not been paid prior to surrender. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registrations of transfers of shares of Company Common Stock thereafter on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, Parent or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (International Game Technology), Agreement and Plan of Merger (International Game Technology)

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No Further Ownership Rights in Company. Common Stock. All The shares (and the certificates representing shares) of Parent Common Stock issued upon the surrender in exchange for exchange shares of Certificates Company Common Stock in accordance with the terms of this Article II hereof (including and any cash paid pursuant to Section 2.2(b2.02 (c) or 2.2(dSection 2.02 (e)) shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the such shares of Company Common Stock theretofore represented by such CertificatesStock, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on or with respect to such shares of Company Common Stock in accordance with the terms of this Agreement or (to the extent permitted under Section 5.01) prior to the date of this Agreement hereof and which remain unpaid at the Effective Time Time, and have not been paid prior to surrender. At from and after the Effective Time, Time there shall be no further registration of transfers on the stock transfer books of the Company shall be closed, and there shall be no further registrations Surviving Corporation of transfers of the shares of Company Common Stock thereafter on which were outstanding immediately prior to the records of the CompanyEffective Time. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation, Parent Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article IISection 2.02.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (I2 Technologies Inc)

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No Further Ownership Rights in Company. Common Stock. All The shares (and the certificates representing shares) of Parent Common Stock issued upon the surrender in exchange for exchange shares of Certificates Company Common Stock in accordance with the terms of this Article II hereof (including and any cash paid pursuant to Section 2.2(b2.02(c) or 2.2(dSection 2.02(e)) shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the such shares of Company Common Stock theretofore represented by such CertificatesStock, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on or with respect to such shares of Company Common Stock in accordance with the terms of this Agreement or (to the extent permitted under Section 5.01) prior to the date of this Agreement hereof and which remain unpaid at the Effective Time Time, and have not been paid prior to surrender. At from and after the Effective Time, Time there shall be no further registration of transfers on the stock transfer books of the Company shall be closed, and there shall be no further registrations Surviving Corporation of transfers of the shares of Company Common Stock thereafter on which were outstanding immediately prior to the records of the CompanyEffective Time. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation, Parent Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article IISection 2.02.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (I2 Technologies Inc)

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