Common use of No Further Ownership Rights in Company Shares Clause in Contracts

No Further Ownership Rights in Company Shares. The Merger Consideration paid and/or issued in accordance with the terms of this Article II upon conversion of any Company Shares shall be deemed to have been paid and/or issued in full satisfaction of all rights pertaining to such Company Shares, 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 that may have been declared or made by the Company on such Company Shares in accordance with the terms of this Agreement or prior to the date of this Agreement and which 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 of Company Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing Company Shares are presented to the Surviving Entity or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Atlantic Syndication Network Inc), Agreement and Plan of Merger (Jackson Rivers Co), Agreement and Plan of Merger (DigitalPost Interactive, Inc.)

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No Further Ownership Rights in Company Shares. The Merger Consideration paid and/or issued in accordance with the terms of this Article II 2 upon conversion of any Company Target Shares shall be deemed to have been paid and/or issued in full satisfaction of all rights pertaining to such Company Target Shares, subject, however, to the Surviving Entity's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company Target on such Company Target Shares in accordance with the terms of this Agreement or prior to the date of this Agreement and which 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 of Company Target Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing Company Target Shares are presented to the Surviving Entity or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II2.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rubicon Financial Inc), Agreement and Plan of Merger (Issg, Inc.)

No Further Ownership Rights in Company Shares. From and after the Effective Time, all Company Shares shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each holder of a Certificate theretofore representing any such Company Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor upon the surrender thereof in accordance with the provisions of Section 2.8. The Merger Consideration paid and/or issued in accordance with the terms of this Article II upon conversion of any Company Shares shall be deemed to have been paid and/or issued in full satisfaction of all rights pertaining to such Company Shares, 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 that may have been declared or made by the Company on such Company Shares in accordance with the terms of this Agreement or prior to the date of this Agreement . From and which remain unpaid at after the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books records of the Surviving Entity Company of Company Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing Company Shares are presented to the Surviving Entity or the Exchange Agent Company for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ultra Clean Holdings, Inc.)

No Further Ownership Rights in Company Shares. The Merger Consideration paid and/or issued in accordance with the terms of this Article II upon conversion of any Company Shares shall be deemed to have been paid and/or issued in full satisfaction of all rights pertaining to such Company Shares, subject, however, to the Surviving EntityCompany's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such Company Shares in accordance with the terms of this Agreement or prior to the date of this Agreement and which 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 Company of Company Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing Company Shares are presented to the Surviving Entity Company or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Agreementand Plan of Merger (Jackson Rivers Co)

No Further Ownership Rights in Company Shares. The Merger Consideration paid and/or issued in accordance with the terms of this Article II 2 upon conversion of any Company Target Shares shall be deemed to have been paid and/or issued in full satisfaction of all rights pertaining to such Company Target Shares, subject, however, to the Surviving Entity's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company Target on such Company Target Shares in accordance with the terms of this Agreement or prior to the date of this Agreement and which 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 of Company Target Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing Company Target Shares are presented to the Surviving Entity or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II2. Immediately following Closing of the Merger, Target shall issue the Company 1,000,000 shares of its common stock and shall continue in existence as a wholly-owned subsidiary of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rubicon Financial Inc)

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No Further Ownership Rights in Company Shares. The Merger Consideration paid and/or issued in accordance with the terms of this Article II upon conversion of any Company Shares shall be deemed to have been paid and/or issued in full satisfaction of all rights pertaining to such Company Shares, subject, however, to the Surviving Entity's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such Company Shares in accordance with the terms of this Agreement or prior to the date of this Agreement and which 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 of Company Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing Company Shares are presented to the Surviving Entity or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Homassist Corp)

No Further Ownership Rights in Company Shares. The Merger Consideration paid and/or issued in accordance with the terms of this Article II 2 upon conversion of any Company Target Shares shall be deemed to have been paid and/or issued in full satisfaction of all rights pertaining to such Company Target Shares, subject, however, to the Surviving Entity's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company Target on such Company Target Shares in accordance with the terms of this Agreement or prior to the date of this Agreement and which 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 of Company Target Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing Company Target Shares are presented to the Surviving Entity or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II2. Immediately following Closing of the Merger, the Surviving Entity shall issue the Company 1,000,000 shares of its common stock and shall continue in existence as a wholly-owned subsidiary of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rubicon Financial Inc)

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