No Further Ownership Rights in Shares. The Merger Consideration paid upon the surrender for exchange of Certificates and Book-Entry Shares in accordance with the terms of this Article 1 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by such Certificates and Book-Entry Shares. From and after the Effective Time, the stock transfer books of the Company shall be closed and the Surviving Corporation shall not permit any further registration of transfers on the stock transfer books of the Company of the Shares 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 for the Merger Consideration as provided in this Article 1, except as otherwise provided by Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Insight Enterprises Inc), Agreement and Plan of Merger (Datalink Corp)
No Further Ownership Rights in Shares. The Merger Consideration paid upon the surrender for exchange of Certificates and Book-Entry Shares in accordance with the terms of this Article 1 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by such Certificates and Book-Entry Shares. From and after the Effective Time, the stock transfer books of the Company shall be closed and the Surviving Corporation shall not permit any further registration of transfers on the stock transfer books of the Company of the Shares 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 for the Merger Consideration as provided in this Article 12, except as otherwise provided by Law.
Appears in 2 contracts
Samples: Merger Agreement (Surmodics Inc), Agreement and Plan of Merger (CoLucid Pharmaceuticals, Inc.)
No Further Ownership Rights in Shares. The Merger Consideration and cash in lieu of any fractional shares payable pursuant to Section 2.2(d) paid upon the surrender for exchange of Certificates and Book-Entry Shares (or, if applicable, delivery of an "agent's message") in accordance with the terms of this Article 1 II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously formerly represented by such Certificates and Book-Entry SharesCertificates. From and after At the close of business on the day on which the Effective TimeTime occurs, the stock share transfer books of the Company shall be closed closed, and the Surviving Corporation there shall not permit any be no further registration of transfers on the stock share transfer books of the Company Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are any Certificate is presented to the Surviving Corporation or the Paying Agent for any reasontransfer, they it shall be cancelled against delivery of and exchanged for the Merger Consideration as provided in this Article 1, except as otherwise provided by LawII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Middleby Corp), Agreement and Plan of Merger (Turbochef Technologies Inc)
No Further Ownership Rights in Shares. The Merger Consideration paid upon the surrender for exchange of Certificates and Book-Entry Shares in accordance with the terms of this Article 1 ARTICLE III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by such Certificates and Book-Entry Shares. From and after the Effective Time, the stock transfer books of the Company shall be closed and the Surviving Corporation shall not permit any further registration of transfers on the stock transfer books of the Company of the Shares 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 Exchange Agent for any reason, they shall be cancelled canceled and exchanged for the Merger Consideration as provided in this Article 1ARTICLE III, except as otherwise provided by Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Op Tech Environmental Services Inc), Agreement and Plan of Merger (Fsi International Inc)
