No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Predictive Systems Inc), Merger Agreement (Predictive Systems Inc), Merger Agreement (Predictive Systems Inc)
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be promptly canceled and exchanged as provided in this Article I.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Kroll Inc), Merger Agreement (Ontrack Data International Inc), Agreement and Plan of Reorganization (Kroll Inc)
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I..
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Pan Am Financial Corp), Merger Agreement (United Pan Am Financial Corp), Merger Agreement (United Pan Am Financial Corp)
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Purchaser Common Stock issued upon the surrender for exchange of shares of Target Common Stock Certificates in accordance with the terms hereof (including any cash dividends or distributions paid in lieu of fractional sharespursuant to this Article 2) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common StockStock represented thereby, and there shall be no further registration of transfers on the records stock transfer books of the Surviving Corporation Target of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled cancelled and exchanged as provided in this Article I.2.
Appears in 2 contracts
Samples: Merger Agreement (Resource Capital Fund v L.P.), Merger Agreement (Uranium Resources Inc /De/)
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued The Merger Consideration delivered upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.Section 2.
Appears in 2 contracts
Samples: Merger Agreement (Innovus Pharmaceuticals, Inc.), Merger Agreement (Adventrx Pharmaceuticals Inc)
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued The Merger Consideration delivered upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.Section 1.
Appears in 2 contracts
Samples: Merger Agreement (Wachtel Harry M), Merger Agreement (Autoinfo Inc)
No Further Ownership Rights in Target Common Stock. All shares -------------------------------------------------- of Acquiror Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled cancelled and exchanged as provided in this Article I.Section 1.
Appears in 2 contracts
Samples: Merger Agreement (Data Critical Corp), Merger Agreement (Data Critical Corp)
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ophthalmic Imaging Systems Inc), Merger Agreement (Premier Laser Systems Inc)
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued The Merger Consideration delivered upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.Section 2.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Packeteer Inc)
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued amounts paid upon the surrender for exchange the shares of Target Common Stock or options to purchase shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such shares or options to purchase shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which were outstanding immediately prior (subject to the Effective TimeSection 4.2(c)). If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.4.
Appears in 1 contract
Samples: Merger Agreement (Autocam Corp/Mi)
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Parent Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid additional share of Parent Common Stock issued in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.III. A-5 105 3.4
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronic Fab Technology Corp)
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof shall be deemed (including any together with cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation Acquiror of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation Acquiror for any reason, they shall be canceled and exchanged as provided in this Article I.
Appears in 1 contract
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.1.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Rational Software Corp)
No Further Ownership Rights in Target Common Stock. All shares -------------------------------------------------- of Acquiror Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation Corpora tion of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.1.
Appears in 1 contract
No Further Ownership Rights in Target Common Stock. All shares of -------------------------------------------------- Acquiror Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled cancelled and exchanged as provided in this Article I.Section 1.
Appears in 1 contract
Samples: Merger Agreement (Netcentives Inc)
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof of this Agreement (including any cash paid in lieu of fractional sharespursuant to Section 1.2 and Section 1.10.3) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Capital Stock, and . After the Effective Time there shall be no further registration of transfers on the records stock transfer books of the Surviving Corporation or Target of the shares of Target Common Stock Capital Stock, which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Acquiror for any reason, they shall be canceled and exchanged as provided in this Article I.Section 1.10.
Appears in 1 contract
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued cash transmitted upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued given in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.II.
Appears in 1 contract
No Further Ownership Rights in Target Common Stock. All shares of Acquiror -------------------------------------------------- Parent Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) this Article II shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are any Old Certificate is presented to the Surviving Corporation for any reason, they such Old Certificate shall be canceled cancelled and exchanged as provided in this Article I.II.
Appears in 1 contract
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.4.
Appears in 1 contract
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Buyer Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu pursuant to subsection (c) of fractional sharesthis Section 2.2) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records stock transfer books of the Surviving Corporation of the shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Target Certificates are presented to Buyer or the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.Section 2.2.
Appears in 1 contract
Samples: Merger Agreement (Vantive Corp)
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof shall be deemed (including any together with cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation Acquiror of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation Acquiror for any reason, they shall be canceled and exchanged as provided in this Article I.I. ---------
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Capsule Communications Inc De)
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled cancelled and exchanged as provided in this Article I.Section 1.
Appears in 1 contract
Samples: Merger Agreement (Vitalcom Inc)
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation Acquiror of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation Acquiror for any reason, they shall be canceled and exchanged as provided in this Article ARTICLE I.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Startec Global Communications Corp)
No Further Ownership Rights in Target Common Stock. All shares of Acquiror Common Stock issued The Merger -------------------------------------------------- Consideration delivered upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.Section 1.
Appears in 1 contract
