Rights of Former Stockholders. Until surrendered for exchange, each certificate representing LST Shares shall from and after the Closing represent for all purposes only the right to receive the Purchase Price. Seller will not be entitled to vote or give its consent after the Closing at any meeting or action by written consent of Purchaser's stockholders until it has exchanged its certificates representing the LST Shares for certificates representing the eRCG Shares.
Rights of Former Stockholders. 5 ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF ENVOY, QUINTILES AND QFINANCE...........................................................5
Rights of Former Stockholders. At the Effective Time, the stock transfer books of Envoy shall be closed and no transfer of Envoy Common Stock by any such former holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 4.1 of this Agreement, each certificate theretofore representing shares of Envoy Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 3.1 of this Agreement in exchange therefor. Neither Quintiles nor QFinance will be entitled to vote or give its consent after the Effective Time at any meeting or action by written consent of Healtheon/WebMD stockholders until it has exchanged its certificates representing Envoy Common Stock for certificates representing Healtheon/WebMD Common Stock in accordance with the provisions of this Agreement. If a dividend or other distribution is declared by Healtheon/WebMD on the Healtheon/WebMD Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of Healtheon/WebMD Common Stock issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Healtheon/WebMD Common Stock as of any time subsequent to the Effective Time shall be delivered to Quintiles or QFinance until it surrenders such certificates for exchange as provided in Section 4.1 of this Agreement. However, upon surrender of such certificates, the Healtheon/WebMD Common Stock certificate (together with all such undelivered dividends or other distributions without interest) shall be promptly delivered and paid with respect to each share represented by such certificate.
Rights of Former Stockholders. Former stockholders of record of Company will not be entitled to vote or give their consent after the Effective Time at any meeting or action by written consent of Healtheon/WebMD stockholders until such holders have exchanged their certificates representing Company Capital Stock (other than Company Common Stock to be canceled pursuant to Sections 3.3 of this Agreement) for certificates representing Healtheon/WebMD Common Stock in accordance with the provisions of this Agreement.
Rights of Former Stockholders. At the Effective Time, the stock transfer books of the Company shall be closed, and no transfer of Common Stock or Company Restricted Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 3.07, each Stock Certificate theretofore representing a share of Common Stock (other than any Excluded Share) shall from and after the Effective Time represent for all purposes only the right to receive the Aggregate Common Stock Payments or Aggregate Restricted Stock Payments, as applicable, in respect of a share of Common Stock as set forth in this Article III. The Merger Consideration payable in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Common Stock, Company Restricted Stock and Company Options. If, after the Effective Time, Stock Certificates or lost Stock Certificates pursuant to Section 3.07(b) are presented to the Surviving Corporation for transfer or any other reason, they shall be canceled and exchanged as provided in this Article III.
Rights of Former Stockholders. Portion of eRCG Shares Contingent; Sale of eRCG Shares....................... 2 1.6
Rights of Former Stockholders. At the Effective Time, the stock, warrant and option transfer books of Company shall be closed as to Stockholders, Optionholders and Beneficial Warrant Holders immediately prior to the Effective Time, and no transfer of Common Stock, Company Options or the Company Warrant by any such holder shall thereafter be made or recognized. From and after the Effective Time, each Stock Certificate theretofore representing shares of Common Stock, the Company Options and the Company Warrant shall from and after the Effective Time represent for all purposes only the right to receive a portion of the Merger Consideration as described herein and such Other Seller Payments as described herein. The Merger Consideration and such additional amounts (if any) payable in accordance with the terms of this Article 3 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Common Stock (other than any Dissenting Shares), the Company Options and the Company Warrant.
Rights of Former Stockholders. After the date hereof, the stock, option and warrant transfer books of the Company shall be closed and no transfer of Common Stock, Preferred Stock, Options or Warrants of the Company shall thereafter be made or recognized other than the issuance of Common Stock in connection with the exercise of Options or Warrants, the conversion of Preferred Stock into Common Stock, or the repurchase of Common Stock by the Company pursuant to the Management Restricted Stock Agreement. Until surrendered for exchange in accordance with the provisions of Section 1.6 of this Agreement, each certificate theretofore representing shares of Common Stock or Preferred Stock, each Option and each Warrant, shall from and after the Effective Time be deemed to be cancelled and retired and shall cease to exist, and shall represent for all purposes only the right to receive the consideration set forth in Section 1.5.
Rights of Former Stockholders. At the Effective Time, the statutory books of the Company shall be closed as to holders of Common Stock immediately prior to the Effective Time and no transfer of Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 3.05, each Stock Certificate or Book-Entry Share theretofore representing a share of Common Stock (other than any Excluded Share) shall from and after the Effective Time represent for all purposes only the right to receive the Class A Merger Consideration or Class B Merger Consideration, as applicable. The Aggregate Merger Consideration payable in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Common Stock (other than any Dissenting Shares).
Rights of Former Stockholders. At the Effective Time, the stock transfer books of each of Province and LifePoint shall be closed as to holders of Province Common Stock and LifePoint Common Stock, respectively, and no transfer of Province Common Stock or LifePoint Common Stock by any such holder shall thereafter be made or recognized. All Merger Consideration delivered upon the surrender of Province Certificates in accordance with the terms of this ARTICLE 4 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Province Common Stock theretofore represented by such Province Certificates. Until surrendered for exchange in accordance with the provisions of Section 4.1, each Province Certificate theretofor representing shares of Province Common Stock (other than shares to be canceled pursuant to Section 3.3 or as to which statutory appraisal rights have been perfected as provided in Section 3.4) shall from and after the Effective Time represent for all purposes only the right to receive the Province Merger Consideration in exchange therefor. Each certificate previously representing shares of LifePoint Common Stock (and each uncertificated share of LifePoint Common Stock in book-entry form, if any, prior to the Effective Time) shall be deemed to represent an equivalent number of shares of Holding Company Common Stock without any action on the part of the holder thereof; provided, however, that if an exchange of certificate previously representing shares of LifePoint Common Stock for new certificates is required by Law, or is requested by any holder thereof, Holding Company will arrange for such exchange on a one-share-for-one-share basis. Whenever a dividend or other distribution is declared by Holding Company on the Holding Company Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of Holding Company Common Stock issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Holding Company Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any Province Certificate until such holder surrenders such Province Certificate for exchange as provided in Section 4.1. However, upon surrender of such Province Certificate, both the Holding Company Common Stock certificate (together with all such undelivered dividends or other distributions without interest) and any und...
