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

No Further Ownership Rights in Company Capital Stock. All shares of Parent Common Stock issued upon the surrender for exchange of Company Certificates in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

Appears in 2 contracts

Samples: Shareholder Agreement (Phone Com Inc), Agreement and Plan of Merger (Phone Com Inc)

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No Further Ownership Rights in Company Capital Stock. All shares of Parent Exodus Common Stock issued upon the surrender for exchange of shares of Company Certificates Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Capital Common Stock, and following the Effective Time there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Global Crossing LTD), Agreement and Plan of Merger (Exodus Communications Inc)

No Further Ownership Rights in Company Capital Stock. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Certificates Capital Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation Company of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.ARTICLE 1.

Appears in 2 contracts

Samples: Plan of Reorganization (Kana Communications Inc), Plan of Reorganization (Kana Communications Inc)

No Further Ownership Rights in Company Capital Stock. All shares of ---------------------------------------------------- Parent Common Stock issued upon the surrender for exchange of shares of Company Certificates Capital Stock in accordance with the terms hereof (including any cash paid in lieu of fractional sharesrespect thereof) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation Company of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.1.

Appears in 2 contracts

Samples: Affiliate Agreement (Level One Communications Inc /Ca/), Agreement and Plan of Reorganization (Level One Communications Inc /Ca/)

No Further Ownership Rights in Company Capital Stock. All shares of Parent Common Stock and cash issued or distributed upon the surrender for exchange of Company Certificates in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were was outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quantum Corp /De/)

No Further Ownership Rights in Company Capital Stock. All shares of Parent Common Stock issued or cash distributed upon the surrender for exchange of Company Certificates in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation Entity of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation Entity for any reason, they shall be canceled and exchanged as provided in this Article I.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Tumbleweed Communications Corp)

No Further Ownership Rights in Company Capital Stock. All The shares of ---------------------------------------------------- Parent Common Stock issued upon paid in respect of the surrender for exchange of shares of Company Certificates Capital Stock in accordance with the terms hereof (including any cash paid in lieu with respect to fractional shares of fractional sharesParent Common Stock) shall be deemed to have been issued (and paid) in be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Centillium Communications Inc)

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No Further Ownership Rights in Company Capital Stock. All shares of Parent Common Merger Stock issued upon the surrender for exchange of shares of Company Certificates Capital Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of the Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of the Company Capital Stock which were that was outstanding immediately prior to the Merger Effective Time. If, after the Merger Effective Time, Company 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: Voting Agreement (Autotradecenter Com Inc)

No Further Ownership Rights in Company Capital Stock. All shares of Parent Common Stock issued upon The Merger Consideration payable under Section 2.05 for the surrender for exchange of the Company Certificates Capital Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) hereof, shall be deemed to have been issued (and paid) in be full satisfaction of all rights pertaining to such shares of Company Capital StockStock other than the right to participate in the Earn-Out payments, if any, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock 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: Agreement and Plan of Reorganization (Atrix Laboratories Inc)

No Further Ownership Rights in Company Capital Stock. All shares of Parent Common Stock issued (and cash in lieu of fractional shares paid) upon the surrender for exchange of shares of Company Certificates Common Stock in accordance with the terms hereof (including any cash paid in lieu of fractional shares) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Capital Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Omega Research Inc)

No Further Ownership Rights in Company Capital Stock. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Certificates Capital Stock in accordance with the terms hereof (including any cash paid in lieu of fractional sharesrespect thereof) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there . There shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation for any reason, they shall be canceled cancelled and exchanged as provided in this Article I.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Peregrine Systems Inc)

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