No Further Ownership Rights in Shares. 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 theretofore represented by such Certificates. At the Effective Time, 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Smith & Nephew Holdings Inc), Agreement and Plan of Merger (Tupperware Corp), Agreement and Plan of Merger (Exogen Inc)
No Further Ownership Rights in Shares. 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 theretofore represented by such Certificates. At the Effective Time, 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article IIIII.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Lucent Technologies Inc), Agreement and Plan of Merger (Yurie Systems Inc)
No Further Ownership Rights in Shares. All cash paid payments upon the surrender for exchange of Certificates 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 Shares theretofore represented by such Certificates. At Shares, and from and after the Effective Time, the stock transfer books of the Company shall be closed, and Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (LumaSense Technologies, Inc.), Agreement and Plan of Merger (Mikron Infrared Inc), Agreement and Plan of Merger (Mikron Infrared Inc)
No Further Ownership Rights in Shares. 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 theretofore represented by such Certificates. At the Effective Time, 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article IIIII.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Dekalb Genetics Corp)
No Further Ownership Rights in Shares. All cash consideration paid upon the surrender of Certificates in accordance with the terms of this Article II I shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates. At the Effective Time, 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article III, except as provided in Section 1.6(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eloquent Inc), Agreement and Plan of Merger (Reid Clifford A)
No Further Ownership Rights in Shares. All cash The Merger ------------------------------------- Consideration 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 theretofore formerly represented by such CertificatesCertificate. At the Effective Time, Time 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for transfer or any other reason, they shall be canceled cancelled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Stockholder Agreement (Logitech International Sa), Agreement and Plan of Merger (Logitech International Sa)
No Further Ownership Rights in Shares. 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 theretofore represented by such Certificates. At the Effective Time, 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 Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation Company or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chicago Dock & Canal Trust), 6 Agreement and Plan of Merger (Chicago Dock & Canal Trust)
No Further Ownership Rights in Shares. 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 theretofore represented by such Certificates. At the Effective Time, 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 that were outstanding immediately prior to the Effective TimeShares. If, after the Effective Time, If thereafter Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxxim Medical Inc), Agreement and Plan of Merger (Circon Corp)
No Further Ownership Rights in Shares. 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 shares of capital stock theretofore represented by such Certificates. At the Effective Time, 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 shares of capital stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kysor Industrial Corp /Mi/), Agreement and Plan of Merger (Scotsman Industries Inc)
No Further Ownership Rights in Shares. 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 theretofore represented by such Certificates. At the Effective Time, 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
No Further Ownership Rights in Shares. All cash paid upon ------------------------------------- the surrender of Certificates in accordance with the terms of this Article II I shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates. At the Effective Time, 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Panchos Mexican Buffet Inc /De)
No Further Ownership Rights in Shares. All As of the Effective Time, all cash paid upon the surrender of Certificates in accordance with the terms of this Article II shall will be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore previously represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall will be no further registration of transfers on the stock transfer books of the Surviving Corporation Landmark of the Shares that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall will be canceled cancelled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allen Systems Group Inc)
No Further Ownership Rights in Shares. 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 theretofore represented by such Certificates. At the Effective Time, 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 that were outstanding immediately prior to the Effective Timethereafter shall be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Midcoast Energy Resources Inc)
No Further Ownership Rights in Shares. 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 theretofore represented by such Certificates. At the Effective Time, 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 that were outstanding immediately prior to the Effective TimeTime of the Merger. If, after the Effective TimeTime of the Merger, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (El Paso Energy Corp/De)
No Further Ownership Rights in Shares. All cash paid upon the ------------------------------------- surrender of Certificates in accordance with the terms of this Article II 1 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates. At the Effective Time, 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II1.
Appears in 1 contract
No Further Ownership Rights in Shares. 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 theretofore represented by such Certificates. At the Effective Time, 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.Effective
Appears in 1 contract
No Further Ownership Rights in Shares. 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 theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration 14 10 of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article IIIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lucent Technologies Inc)
No Further Ownership Rights in Shares. All cash The Merger. Consideration 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 theretofore formerly represented by such CertificatesCertificate. At the Effective Time, Time 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for transfer or any other reason, they shall be canceled cancelled and exchanged as provided in this Article II.
Appears in 1 contract
No Further Ownership Rights in Shares. 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 theretofore represented by such Certificates. At the Effective Time, 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled cancelled and exchanged as provided in this Article II.III. (d)
Appears in 1 contract
Samples: Agreement and Plan of Merger (VWR Scientific Products Corp)
No Further Ownership Rights in Shares. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II 1 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates. At the Effective Time, 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vestcom International Inc)
No Further Ownership Rights in Shares. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II I shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates. At the Effective Time, 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.I.
Appears in 1 contract
No Further Ownership Rights in Shares. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II I shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates. At the Effective Time, 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 that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.I. (d)
Appears in 1 contract
