No Further Ownership Rights in Target Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms of this Article II (including any cash paid pursuant to this Article II) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Target Common Stock theretofore represented by such Certificates, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by Target on such shares of Target Common Stock which remain unpaid at the Effective Time, and there shall be no further registration of transfers on the 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, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II, except as otherwise provided by law.
Appears in 2 contracts
Samples: Merger Agreement (Exactis Com Inc), Merger Agreement (24/7 Media Inc)
No Further Ownership Rights in Target Common Stock. All shares -------------------------------------------------- of Parent Acquirer Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms of pursuant to this Article II (including and any cash paid pursuant to subsection (d) or (f) of this Article IISection 2.2) shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the such shares of Target Common Stock theretofore represented by such CertificatesStock, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by Target on such shares of Target Common Stock in accordance with the terms of this Agreement on or prior to the date hereof and which remain unpaid at the Effective Time, and there shall be no further registration of transfers on the 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, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II, except as otherwise provided by lawSection 2.2.
Appears in 2 contracts
Samples: Merger Agreement (Borland International Inc /De/), Merger Agreement (Borland International Inc /De/)
No Further Ownership Rights in Target Common Stock. All shares of Parent Common Stock issued cash paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II (including any cash paid pursuant to this Article II) shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the shares of Target Common Stock theretofore represented by such Certificates, subjectSUBJECT, howeverHOWEVER, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by Target on such shares of Target Common Stock which remain unpaid at the Effective Time, and there shall be no further registration of transfers on the 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, Certificates are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II, except as otherwise provided by law.
Appears in 1 contract
Samples: Merger Agreement (Vivendi Universal)