Common use of No Further Ownership Rights in Target Common Stock Clause in Contracts

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 or other distributions paid in respect thereof pursuant to Section 1.6(f) and 1.8(d)) 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 (Rational Software Corp), Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Rational Software Corp)

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No Further Ownership Rights in Target Common Stock. All shares of -------------------------------------------------- Acquiror Common Stock issued Merger Consideration delivered upon the surrender for exchange of certificates that represented shares of Target Common Stock in accordance with the terms hereof (including any cash or other distributions paid in respect thereof pursuant to Section 1.6(f) and 1.8(d)) shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such shares of Target Common StockStock theretofore represented by such certificates. At the close of business on the day on which the Effective Time occurs the stock transfer books of Target shall be closed, 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 capital stock that were outstanding immediately prior to the Effective Time. If If, after the Effective Time Certificates Time, certificates are presented to the Surviving Corporation or the Exchange Agent for transfer or any other reason, they shall be canceled and exchanged as provided in this Article I.Section 4.

Appears in 3 contracts

Samples: Merger Agreement (DreamWorks Animation SKG, Inc.), Merger Agreement (DreamWorks Animation SKG, Inc.), Merger Agreement (DreamWorks Animation SKG, Inc.)

No Further Ownership Rights in Target Common Stock. All shares of -------------------------------------------------- Acquiror Autobytel Common Stock issued issued, and the Merger Cash delivered, upon the surrender for exchange of shares of Target Common Stock in accordance with the terms hereof (including any cash or other distributions paid in respect thereof pursuant to Section 1.6(f) lieu of fractional shares and 1.8(d)any dividends or distributions) 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 If, after the Effective Time 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

Samples: Acquisition Agreement (Autobytel Inc)

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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 or other distributions paid in respect thereof pursuant to subsection (c) of this Section 1.6(f) 2.2 and 1.8(d)the Escrow 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 stock transfer books of the Surviving Corporation of the shares of Target Common Stock which were outstanding immediately prior to the Effective Time. If If, after the Effective Time 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)

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