No Further Ownership Rights in Seller Common Stock. The Merger Consideration delivered upon the surrender for exchange of Certificates (or affidavit of loss in lieu thereof) or Book-Entry Shares, as applicable, in accordance with the terms hereof shall be deemed to have been delivered (and paid) in full satisfaction of all rights pertaining to such shares of Seller Common Stock, and from and after the Effective Time the stock transfer books of Seller 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 Seller Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article III.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (BladeLogic, Inc.), Agreement and Plan of Merger (BMC Software Inc), Agreement and Plan of Merger (Kenexa Corp)
No Further Ownership Rights in Seller Common Stock. The Merger Consideration delivered upon the surrender for exchange of Certificates (or affidavit of loss in lieu thereof) or Book-Entry Shares, as applicable, in accordance with the terms hereof shall be deemed to have been delivered (and paid) in full satisfaction of all rights pertaining to such shares of Seller Common Stock, and from and after the Effective Time the stock transfer books of Seller shall be closed closed, and thereafter, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Seller Common Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article IIIagainst delivery of the Merger Consideration for each share of Seller Common Stock formerly represented by such Certificate or Book-Entry Share.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clayton Holdings Inc)
No Further Ownership Rights in Seller Common Stock. The Merger Consideration delivered All shares of Buyer Common Stock issued upon the surrender for exchange of Certificates (or affidavit of loss in lieu thereof) or Book-Entry Shares, as applicable, in accordance with the terms hereof of this Article II and any cash paid pursuant to Section 2.1(d) or Section 2.4(c) shall be deemed to have been delivered issued (and or paid) in full satisfaction of all rights pertaining to such the shares of Seller Common Stock, and from and after Stock previously represented by such Certificates. As of the Effective Time Time, the stock transfer books of Seller 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 Seller Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PAETEC Holding Corp.)
