Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) At the Effective Time, all Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.10, each holder of a certificate formerly representing any Shares (each, a “Certificate”) shall cease to have any rights as a stockholder of the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (Item 9 Labs Corp.), Agreement and Plan of Merger (AgeX Therapeutics, Inc.)

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Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.10, exist and each Stockholder (and any other holder of a certificate formerly representing any Shares (each, a “Certificate”Company Shares) shall cease to have any rights as a stockholder of the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn), Agreement and Plan of Merger (VNUE, Inc.), Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn)

Surrender and Payment. (a) At the Effective Time, all Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.102.9, either (i) each holder of a certificate formerly representing any Shares (each, a “Certificate”) shall cease to have any rights as a stockholder of the Target Company; or (ii) in the case of uncertificated shares, such holder shall cease to have any rights as a stockholder of the Target Company without any further action.

Appears in 2 contracts

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

Surrender and Payment. (a) At the Effective Time, all Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.10, each holder of a certificate formerly representing any Shares (each, a “Certificate”) shall cease to have any rights as a stockholder of the CompanyCompany and shall have no rights as a stockholder of the Surviving Corporation and such Certificate shall forthwith be cancelled.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (OncoCyte Corp), Agreement and Plan of Merger (OncoCyte Corp)

Surrender and Payment. (a) At the Effective Time, all Shares outstanding immediately prior to the Effective Time shall automatically be cancelled cancelled, retired and retired extinguished, as applicable, and shall cease to exist, and, subject to Section 2.101.8, each holder of a certificate or other instrument formerly representing any Shares (each, a “Certificate”) shall cease to have any rights as a stockholder of Stockholder, other than to receive the Companyconsideration for the Shares hereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vici Properties Inc.), Agreement and Plan of Merger (Penn National Gaming Inc)

Surrender and Payment. (a) At the Effective Time, all Shares shares of Company Stock outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.10, and each holder of a certificate formerly representing any Shares (each, a “Certificate”) shares of Company Stock shall cease to have any rights as a stockholder of the CompanyCompany and shall instead have the right to receive the Merger Consideration and the other rights set forth herein.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.)

Surrender and Payment. (a) At the Effective Time, all Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.102.8, each holder of a certificate formerly representing any Shares (each, a “Certificate”) shall cease to have any rights as a stockholder shareholder of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Glass House Brands Inc.), Agreement and Plan of Merger (Glass House Brands Inc.)

Surrender and Payment. (a) At the Effective Time, all Shares shares of Company Capital Stock and all Company Equity Incentives, in each case outstanding immediately prior to the Effective Time Time, shall automatically be cancelled and retired and shall cease to exist, and, subject to except for such rights expressly provided in Section 2.102.04, each holder of a certificate formerly representing any Shares shares of Company Capital Stock (each, a “Certificate”) ), each holder of Series D Preferred, and each holder of record of a Company Equity Incentive shall cease to have any rights as a stockholder of the CompanyCompany or as a holder of Company Equity Incentives.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Altair Engineering Inc.)

Surrender and Payment. (a) At the Effective Time, all Shares Company Common Stock outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.101.6, each holder of a certificate formerly representing any Shares Company Common Stock (each, a “Certificate”) shall cease to have any rights as a stockholder shareholder of the Company.

Appears in 1 contract

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

Surrender and Payment. (a) At the Effective Time, all Shares Company Common Stock and all Warrants outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.102.7, each holder of a certificate formerly representing any Shares Company Common Stock (each, a “Certificate”) and each holder of record of a Warrant shall cease to have any rights as a stockholder of the CompanyCompany or a holder of Warrants.

Appears in 1 contract

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

Surrender and Payment. (a) At the Effective Time, all Shares shares of Company Capital Stock outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.10, and each holder of a certificate formerly representing any Shares such shares of Company Capital Stock (each, a “Certificate”) shall cease to have any rights as a stockholder of the Company.

Appears in 1 contract

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

Surrender and Payment. (a) At the Effective Time, all Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.102.11, each holder of a certificate formerly representing any Shares (each, a “Share Certificate”) shall cease to have any rights as a stockholder shareholder of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ChaSerg Technology Acquisition Corp)

Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.10, exist and each Shareholder (and any other holder of a certificate formerly representing any Shares (each, a “Certificate”Company Shares) shall cease to have any rights as a stockholder shareholder of the Company.

Appears in 1 contract

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

Surrender and Payment. (a) At the Effective Time, all Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.102.09, each holder of a certificate formerly representing any Shares (each, a “Certificate”) shall cease to have any rights as a stockholder shareholder of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Northwest Pipe Co)

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Surrender and Payment. (a) At the Effective Time, all Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.101.7, each holder of a certificate formerly representing any the Shares (each, a “Certificate”) shall cease to have any rights as a stockholder of the CompanyOneQor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Terra Tech Corp.)

Surrender and Payment. (a) At the Effective Time, all Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.10, each holder of a certificate formerly representing any Shares (each, a “Certificate”) shall cease to have any rights as a stockholder of the Company.

Appears in 1 contract

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

Surrender and Payment. (a) At the Effective Time, all Shares Shares, Options and Company Warrants outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.103.4, each holder of a certificate formerly representing any Shares (each, a “Certificate”) and each holder of record of an Option or Company Warrant shall cease to have any rights as a stockholder of the CompanyCompany or a holder of Options or Company Warrants, as applicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AVX Corp)

Surrender and Payment. (a) At the Effective Time, all Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.102.7, each holder of a certificate formerly representing any Shares (each, a “Certificate”) shall cease to have any rights as a stockholder shareholder of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LIVE VENTURES Inc)

Surrender and Payment. (a) At the Effective Time, all Shares Shares, Options and Warrants outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.10, each holder of a certificate formerly representing any Shares (each, a “Certificate”) and each holder of record of an Option or a Warrant shall cease to have any rights as a stockholder of the CompanyCompany or a holder of Options or Warrants.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Realpage Inc)

Surrender and Payment. (a) At the Effective Time, all Shares and all Options outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.10, each holder Stockholder of a certificate formerly representing any Shares (each, a “Certificate”) and each Optionholder shall cease to have any rights as a stockholder Stockholder of the CompanyCompany or Optionholder.

Appears in 1 contract

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

Surrender and Payment. (a) At the Effective Time, all Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.10, and each holder of a certificate formerly representing any Shares (each, a “Certificate”) shall cease to have any rights as a stockholder of the CompanyCompany other than the right to receive the Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GigCapital2, Inc.)

Surrender and Payment. (a) At the Effective Time, all Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.102.08(b), each holder Stockholder of a certificate formerly representing any Shares (each, a “Certificate”) shall cease to have any rights as a stockholder Stockholder of the Company.

Appears in 1 contract

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

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