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

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, extinguished and cease to exist, and each holder of a Certificate or Book-Entry Share theretofore representing any Company Shares (other than Dissenting Company Shares) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor upon the surrender or transfer thereof in accordance with the provisions of Section 3.9. The Merger Consideration paid in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the close of business on the Closing Date, there shall be no further registration of transfers on the records of the Surviving Corporation 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 close of business on the Closing Date. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article III.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Transcend Services Inc), Agreement and Plan of Merger (Nuance Communications, Inc.)

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No Further Ownership Rights in Company Shares. From and after the Effective Time, (a) all Company Shares shall will no longer be outstanding and shall will automatically be cancelled, extinguished cancelled and will cease to exist, ; and (b) each holder of a Certificate or Book-Entry Share theretofore representing any Company Shares (other than Dissenting Company Shares) shall or Uncertificated Shares will cease to have any rights with respect thereto, except the right to receive the Merger Consideration Per Share Price payable therefor upon the surrender or transfer thereof in accordance with Section ‎2.7, or in the provisions case of Dissenting Shares, the rights pursuant to Section 3.9‎2.7(d). The Merger Consideration Per Share Price paid in accordance with the terms of this Article III shall ‎Article II will be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the close of business on the Closing DateEffective Time, there shall will be no further registration of transfers on the records of the Surviving Corporation 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 close of business on the Closing DateEffective Time. If, after the Effective Time, Certificates or Book-Entry Uncertificated Shares are presented to the Surviving Corporation Company for any reason, they shall will (subject to compliance with the exchange procedures of Section ‎2.9(c)) be canceled cancelled and exchanged as provided in this Article III‎Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Diversey Holdings, Ltd.)

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No Further Ownership Rights in Company Shares. From and after the Effective Time, (a) all Company Shares shall will no longer be outstanding and shall will automatically be cancelled, extinguished cancelled and will cease to exist, ; and (b) each holder of a Certificate or Book-Entry Share theretofore representing any Company Shares (other than Dissenting Company Shares) shall or Uncertificated Shares will cease to have any rights with respect thereto, except the right to receive the Merger Consideration Per Share Price payable therefor upon the surrender or transfer thereof in accordance with Section 2.7, or in the provisions case of Dissenting Shares, the rights pursuant to Section 3.92.7(c). The Merger Consideration Per Share Price paid in accordance with the terms of this Article III shall II will be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the close of business on the Closing DateEffective Time, there shall will be no further registration of transfers on the records of the Surviving Corporation 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 close of business on the Closing DateEffective Time. If, after the Effective Time, Certificates or Book-Entry Uncertificated Shares are presented to the Surviving Corporation Company for any reason, they shall will (subject to compliance with the exchange procedures of Section 2.9(c)) be canceled cancelled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cision Ltd.)

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