Common use of No Further Ownership Rights Clause in Contracts

No Further Ownership Rights. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.2(e)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock subject, however, to the Surviving Corporation'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 shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date hereof 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 Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation 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 (Lennox International Inc), Agreement and Plan of Merger (Lennox International Inc), Agreement and Plan of Merger (Service Experts Inc)

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No Further Ownership Rights. All shares The Merger Consideration paid in accordance with the terms of Parent Common Stock issued this Article II upon the surrender for exchange conversion of any shares of Company Common Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.2(e)) shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such shares of Company Common Stock Stock, subject, however, to the Surviving Corporation'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 shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date hereof 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 Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 2 contracts

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

No Further Ownership Rights. All shares The Merger Consideration paid in accordance with the terms of Parent Common Stock issued this ‎Article II upon the surrender for exchange conversion of any shares of Company Common Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.2(e)2.6(b)(i) shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such shares of Company Common Stock Stock, subject, however, to the Surviving Corporation'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 shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date hereof 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 Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates or Book Entry Shares formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article ‎Article II.

Appears in 1 contract

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

No Further Ownership Rights. All shares The Merger Consideration paid in accordance with the terms of Parent Common Stock issued this Article II upon the surrender for exchange conversion of any shares of Company Common Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.2(e)2.6(b)(i) shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such shares of Company Common Stock Stock, subject, however, to the Surviving Corporation'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 shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date hereof 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 Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates or Book Entry Shares formerly representing shares of Company Common Stock are presented to the Surviving Corporation 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 (Liberty Interactive Corp)

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No Further Ownership Rights. All shares The Merger Consideration paid in accordance with the terms of Parent Common Stock issued this Article II upon the surrender for exchange conversion of any shares of Company Common Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.2(e)) shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such shares of Company Common Stock Stock, subject, however, to the Surviving Corporation'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 shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date hereof 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 Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates or Book Entry Shares formerly representing shares of Company Common Stock are presented to the Surviving Corporation 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 (Lions Gate Entertainment Corp /Cn/)

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