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 (including any cash paid pursuant to Section 2.4(c) or cash paid in lieu of fractional Convertible Securities pursuant to Section 2.4(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such shares of the Company Common Stock, subject, however, to the Surviving Entity'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 the Company on such shares of the Company Common Stock in accordance with the terms of this Agreement 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 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 4 contracts
Samples: Agreement and Plan of Merger (Capital Senior Living Corp), Agreement and Plan of Merger (Capital Senior Living Corp), Trust Agreement (Ilm Senior Living Inc /Va)
