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

No Further Ownership Rights in Company Stock. All Merger Consideration paid upon the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred Stock, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock or Company Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Trimble Navigation LTD /Ca/), Agreement and Plan of Merger (@Road, Inc)

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No Further Ownership Rights in Company Stock. All Merger Consideration consideration paid upon following the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock (including any Future Payments payable with respect thereto) in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred Stock, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock or Company Preferred Stock which were outstanding as of immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article II, subject to Section 2.2(e).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Progress Software Corp /Ma), Agreement and Plan of Merger (Demandware Inc)

No Further Ownership Rights in Company Stock. All Merger Consideration consideration paid upon following the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock (including any Future Contingent Payments payable with respect thereto) in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred Stock, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock or Company Preferred Stock which were outstanding as of immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Aclaris Therapeutics, Inc.), Agreement and Plan of Merger (Sucampo Pharmaceuticals, Inc.)

No Further Ownership Rights in Company Stock. All Merger Consideration paid upon the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Series B Preferred Stock in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Series B Preferred Stock, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock or Company Series B Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Aspect Communications Corp), Agreement and Plan of Merger (Concerto Software Inc)

No Further Ownership Rights in Company Stock. All Merger Consideration consideration paid upon following the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock (including any Future Payments payable with respect thereto) in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred Stock, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Entity of the shares of Company Common Stock or Company Preferred Stock which were outstanding as of immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation Entity or the Exchange and Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article II, subject to Section 2.2(e).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ophthotech Corp.)

No Further Ownership Rights in Company Stock. All Merger Consideration paid upon the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred Stock, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock or Company Preferred Stock which were outstanding immediately prior to before the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spacedev, Inc.)

No Further Ownership Rights in Company Stock. All Merger Consideration consideration paid upon following the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock (including any Future Payments payable with respect thereto) in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred Stock, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock or Company Preferred Stock which were outstanding as of immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange and Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article II, subject to Section 2.2(e).

Appears in 1 contract

Samples: Merger Agreement (PTC Therapeutics, Inc.)

No Further Ownership Rights in Company Stock. All Merger Consideration issued and paid upon the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock in accordance with the terms hereof (including any dividends or other distributions paid pursuant to Section 2.2(b)) shall be deemed to have been paid issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred Stock, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock or Company Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled canceled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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No Further Ownership Rights in Company Stock. All Merger Consideration issued or paid upon the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock in accordance with the terms hereof of this Article 2 (including any cash paid pursuant to this Article 2) shall be deemed to have been paid issued (and paid) in full satisfaction of all rights pertaining to such the shares of Company Common Stock or Company Preferred Stocktheretofore represented by such Certificates, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock or Company Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Exchange/Payment Agent for any reason, they shall be cancelled canceled and exchanged exchanged, if applicable, as provided in this Article II2, except as otherwise provided by law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Exelixis Inc)

No Further Ownership Rights in Company Stock. All Merger Consideration paid upon the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred Stock, and from . From and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock or Company Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Curagen Corp)

No Further Ownership Rights in Company Stock. All Merger Consideration consideration paid upon following the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock (including any Future Payments payable with respect thereto) in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred Stock, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock or Company Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alexion Pharmaceuticals Inc)

No Further Ownership Rights in Company Stock. All Merger Consideration paid upon the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred Stock, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock or Company Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zomax Inc /Mn/)

No Further Ownership Rights in Company Stock. All Merger Consideration paid upon the surrender for exchange of Certificates evidencing shares of Company Common Stock or Company Preferred Stock in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred Stock, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock or Company Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bright Horizons Family Solutions Inc)

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