Common use of No Further Ownership Rights in the Company Common Stock Clause in Contracts

No Further Ownership Rights in the Company Common Stock. All Exchange Funds issued and paid upon the surrender for exchange of shares of the Company Common Stock in accordance with the terms hereof shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such shares, subject, however, to the Surviving Entity's obligation to pay any dividends and make any other distributions having a record date prior to the Effective Time which may have been declared or made by the Company on such shares of Company Common Stock after the date hereof and otherwise in accordance with the terms of this Agreement 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 Entity of the shares of the Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificate(s) representing shares of the Company Common Stock are presented to the Surviving Entity for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Ilm Ii Senior Living Inc /Va), Agreement and Plan of Merger (Capital Senior Living Corp), Agreement and Plan of Merger (Ilm Ii Senior Living Inc /Va)

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No Further Ownership Rights in the Company Common Stock. All Exchange Funds issued and The Merger Consideration paid in accordance with the terms of this Article II upon the surrender for exchange conversion of any shares of the Company Common Stock in accordance with the terms hereof shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such sharesshares of the Company Common Stock, subject, however, to the Surviving Entity's Corporation’s obligation to pay any dividends and or to make any other distributions having with a record date prior to the Effective Time which that may have been declared or made by the Company on such shares of the Company Common Stock after the date hereof and otherwise in accordance with the terms of this Agreement or prior to the date of this Agreement and which that remain unpaid at the Effective Time, ; and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Entity Corporation of the shares of the Company Common Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificate(s) representing shares of the Company Common Stock any Certificates are presented to the Surviving Entity Corporation 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 (Nielsen Holdings N.V.), Merger Agreement (Arbitron Inc)

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No Further Ownership Rights in the Company Common Stock. All Exchange Funds shares of Parent Common Stock issued and cash paid upon the surrender for exchange conversion of shares of the Company Common Stock in accordance with the terms hereof of this Article II (including any cash paid pursuant to Section 2.3 or 2.5) shall be deemed to have been issued and or paid in full satisfaction of all rights pertaining to such sharesthe shares of Company Common Stock, subject, however, to the Surviving EntityCorporation's obligation to pay any dividends and or make any other distributions having with a record date prior to the Effective Time which may have been declared or made by the Company on such shares of Company Common Stock after the date hereof and otherwise in accordance with the terms of this Agreement 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 Entity Corporation of the shares of the Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificate(s) representing shares of the Company Common Stock Certificates are presented to the Surviving Entity Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (DBT Online Inc)

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