Common use of No Further Ownership Rights Clause in Contracts

No Further Ownership Rights. The shares of Holdco Common Stock issued and cash paid upon conversion of shares of Company Common Stock and Parent Common Stock in accordance with the terms of Article I and this Article II (including any cash paid pursuant to Section 2.3) shall be deemed to have been delivered or paid in full satisfaction of all rights pertaining to the shares of Company Common Stock or Parent Common Stock, as applicable. From and after the Effective Time, (a) all holders of Certificates and Uncertificated Company Stock shall cease to have any rights as stockholders of the Company other than the Stock Consideration and the right to receive the Cash Consideration into which the shares represented by such Certificates or Uncertificated Company Stock have been converted pursuant to this Agreement (together with any dividends or other distributions to which such Certificates or Uncertificated Company Stock become entitled in accordance with Section 2.3), without interest, (b) all holders of certificates formerly representing shares of Parent Common Stock or of uncertificated shares of Parent Common Stock shall cease to have any rights as stockholders of Parent other than the shares of Holdco Common Stock into which the shares represented by such certificates or uncertificated shares have been converted pursuant to this Agreement in accordance with Section 1.7, and (c) the stock transfer books of the Xxxxxxx Surviving Corporation and the Xxxxxxx Surviving Corporation shall be closed with respect to all shares of Company Common Stock and Parent Common Stock outstanding immediately prior to the Effective Time, and there shall be no further registration of transfers on the stock transfer books of Holdco, the Xxxxxxx Surviving Corporation or the Xxxxxxx Surviving Corporation of shares of Company Common Stock or Parent Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates or Uncertificated Company Stock formerly representing shares of Company Common Stock or any certificates or book-entry shares formerly representing shares of Parent Common Stock are presented to Holdco or the Exchange Agent for any reason, such Certificates, Uncertificated Company Stock, certificates or book-entry shares (as applicable) shall be cancelled and their holders shall be credited shares of Holdco Common Stock as provided in this Article II.

No Further Ownership Rights. The All shares of Holdco New Common Stock issued and cash paid upon conversion the surrender for exchange of shares of Company Spice Common Stock and Parent in accordance with the terms hereof (including any cash paid pursuant to Section 2.3(e)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Spice Common Stock subject, however, to SM Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the SM Effective Time that may have been declared or made by Spice on such shares of Spice Common Stock in accordance with the terms of Article I and this Article II (including any cash paid pursuant to Section 2.3) shall be deemed to have been delivered or paid in full satisfaction of all rights pertaining to the shares of Company Common Stock or Parent Common Stock, as applicable. From and after the Effective Time, (a) all holders of Certificates and Uncertificated Company Stock shall cease to have any rights as stockholders of the Company other than the Stock Consideration and the right to receive the Cash Consideration into which the shares represented by such Certificates or Uncertificated Company Stock have been converted pursuant to this Agreement (together with any dividends or other distributions to which such Certificates or Uncertificated Company Stock become entitled in accordance with Section 2.3), without interest, (b) all holders of certificates formerly representing shares of Parent Common Stock or of uncertificated shares of Parent Common Stock shall cease to have any rights as stockholders of Parent other than the shares of Holdco Common Stock into which the shares represented by such certificates or uncertificated shares have been converted pursuant to this Agreement in accordance with Section 1.7, and (c) the stock transfer books of the Xxxxxxx Surviving Corporation and the Xxxxxxx Surviving Corporation shall be closed with respect to all shares of Company Common Stock and Parent Common Stock outstanding immediately prior to the date hereof and which remain unpaid at the SM Effective Time, and after the SM Effective Time there shall be no further registration of transfers on the stock transfer books of Holdco, the Xxxxxxx Surviving Corporation or the Xxxxxxx SM Surviving Corporation of the shares of Company Common Stock or Parent Spice Common Stock that were outstanding immediately prior to the SM Effective Time. If, after the SM Effective Time, any Certificates or Uncertificated Company Stock formerly representing shares of Company Common Stock or any certificates or book-entry shares formerly representing shares of Parent Common Stock are presented to Holdco or the Exchange Agent SM Surviving Corporation for any reason, such Certificates, Uncertificated Company they shall be canceled and exchanged as provided in this Article II. All shares of New Common Stock or New Series A Preferred Stock, certificates or book-entry as the case may be, issued upon the surrender for exchange of shares of MXP Common Stock, MXP Series A Preferred Stock and MXP Series B Preferred Stock in accordance with the terms hereof (as applicableincluding any cash paid pursuant to Section 2.3(e)) shall be cancelled deemed to have been issued in full satisfaction of all rights pertaining to such shares of MXP Common Stock, MXP Series A Preferred Stock and their holders MXP Series B Preferred Stock subject, however, to RM Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the RM Effective Time that may have been declared or made by MXP on such shares of MXP Common Stock, MXP Series A Preferred Stock and MXP Series B Preferred Stock in accordance with the terms of this Agreement or prior to the date hereof and which remain unpaid at the RM Effective Time, and after the RM Effective Time there shall be credited no further registration of transfers on the stock transfer books of RM Surviving Corporation of the shares of Holdco MXP Common Stock, MXP Series A Preferred Stock or MXP Series B Preferred Stock that were outstanding immediately prior to the RM Effective Time. If, after the RM Effective Time, Certificates are presented to RM Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

No Further Ownership Rights. The shares of Holdco Common Stock issued and cash paid upon conversion or payable in respect of the surrender for exchange of shares of Company Common Stock and Parent Common Capital Stock in accordance with the terms of Article I and this Article II (including any cash paid pursuant to Section 2.3) conditions hereof shall be deemed to have been delivered or paid in constitute full satisfaction of all rights pertaining to the such shares of Company Common Stock or Parent Common Capital Stock, as applicable. From and, from and after the Effective Time, (a) all holders of Certificates and Uncertificated Company Stock shall cease to have any rights as stockholders of the Company other than the Stock Consideration and the right to receive the Cash Consideration into which the shares represented by such Certificates or Uncertificated Company Stock have been converted pursuant to this Agreement (together with any dividends or other distributions to which such Certificates or Uncertificated Company Stock become entitled in accordance with Section 2.3), without interest, (b) all holders of certificates formerly representing shares of Parent Common Stock or of uncertificated shares of Parent Common Stock shall cease to have any rights as stockholders of Parent other than the shares of Holdco Common Stock into which the shares represented by such certificates or uncertificated shares have been converted pursuant to this Agreement in accordance with Section 1.7, and (c) the stock transfer books of the Xxxxxxx Surviving Corporation and the Xxxxxxx Surviving Corporation Company shall be closed with respect to all shares of Company Common Stock and Parent Common Stock outstanding immediately prior to the Effective Time, and there shall be no further registration of transfers on the stock transfer books records of Holdco, the Xxxxxxx Surviving Corporation or the Xxxxxxx Surviving Corporation of shares of Company Common Stock or Parent Common Capital Stock that were outstanding immediately prior to the Effective Time. If, From and after the Effective Time, any certificates, instruments of surrender, notices or other evidence of ownership in the Company Capital Stock (“Certificates”) are hereby cancelled, and the holders of Certificates or Uncertificated Company Stock formerly representing shall cease to have any rights with respect to the shares of Company Capital Stock represented by such Certificates except as provided herein or by applicable Law. As soon as practicable after the Effective Time, but in any event not later than two (2) Business Days thereafter, the Paying Agent will mail or otherwise cause to be delivered to each Stockholder as of immediately prior to the Effective Time (other than the Excluded Stockholders) a letter of transmittal substantially in the form of Exhibit D (the “Letter of Transmittal”), specifying that delivery shall be effected, and risk of loss and title to such holder’s shares shall pass, only upon proper delivery of Certificates (or affidavit of loss in lieu thereof) to the Paying Agent and instructions for surrendering the Certificates in exchange for consideration to which such Stockholder is entitled pursuant to this Agreement. Following the Effective Time and delivery by a Stockholder (other than the Excluded Stockholders) to the Paying Agent of a duly completed and validly executed Letter of Transmittal, exemption from withholding under Israeli Tax requirements (if applicable), together with surrender of the Certificates held by such Stockholder of record immediately prior to the Effective Time for cancellation, such Stockholder shall be entitled to receive and the Parent shall cause the Paying Agent to disburse within five (5) Business Days of such delivery the portion of the Common Stock or Merger Consideration to which such Stockholder (other than an Excluded Stockholder) is entitled at Closing pursuant to Section 1.8(a)(iii). Until so surrendered, each Certificate outstanding after the Effective Time will be deemed, for all corporate, contractual and other purposes thereafter, to evidence only the ability to receive the payments to which such holder is entitled pursuant to this Agreement in respect thereof. No such payments will be paid to the holder of any certificates or book-entry shares formerly representing unsurrendered Certificates with respect to shares of Parent Company Capital Stock formerly represented thereby until the holder of record of such Certificates shall surrender such Certificate and the letter of transmittal pursuant hereto. If any Certificate is lost, stolen or destroyed, the Paying Agent will issue the Common Stock are presented to Holdco or the Exchange Agent for any reasonMerger Consideration deliverable in respect of, and in exchange for, such Certificateslost, Uncertificated Company Stockstolen or destroyed Certificate, certificates as determined in accordance with this Section 1.9, only upon the making of an affidavit of such loss, theft or book-entry shares (destruction by the Stockholder claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Stockholder of a bond in such reasonable amount as applicable) shall the Surviving Corporation may reasonably require as indemnity against any claim that may be cancelled and their made against it with respect to such Certificate. Any portion of the Common Merger Consideration which remains undistributed to the holders shall of the Fully Diluted Shares as of immediately prior to the date on which such amount would otherwise escheat to, or become the property of, any Governmental Entity shall, to the extent permitted by applicable Law, be credited shares of Holdco Common Stock as provided in this Article IIpaid to the Xxxx Group.

No Further Ownership Rights. The shares of Holdco Common Stock issued and cash paid upon conversion of Units and shares of Company Common Stock and Parent BGC Partners Common Stock in accordance with the terms of Article I and this Article II (including any cash paid pursuant to Section 2.3) shall be deemed to have been delivered or paid in full satisfaction of all rights pertaining to the Units or shares of Company Common Stock or Parent BGC Partners Common Stock, as applicable. From and after the Effective Time, (a) all holders of Unit Certificates and Uncertificated Company Stock Units shall cease to have any rights as stockholders equityholders of BGC Holdings or the Company Surviving LLC other than the Stock Consideration and the right to receive the Cash Merger Consideration into which the shares Units represented by such Unit Certificates or Uncertificated Company Stock Units have been converted pursuant to this Agreement (together with any dividends or other distributions to which such Unit Certificates or Uncertificated Company Stock Units become entitled in accordance with Section 2.3), without interest, (b) all holders of certificates formerly representing shares of Parent Common Stock BGC Partners Certificates or of uncertificated shares of Parent Common Stock BGC Partners Book-Entry Shares shall cease to have any rights as stockholders of Parent BGC Partners other than the right to receive the shares of Holdco Common Stock into which the shares represented by such certificates or uncertificated shares BGC Partners Certificates of BGC Partners Book-Entry Shares have been converted pursuant to this Agreement in accordance with Section 1.7, and (c) the stock transfer books of the Xxxxxxx Surviving Corporation and the Xxxxxxx Surviving Corporation LLC shall be closed with respect to all Units and shares of Company Common Stock and Parent BGC Partners Common Stock outstanding immediately prior to the Effective Time, and there shall be no further registration of transfers on the stock transfer books of Holdco, the Xxxxxxx Surviving Corporation or the Xxxxxxx Surviving Corporation LLC of Units or shares of Company Common Stock or Parent BGC Partners Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Unit Certificates or Uncertificated Company Stock Units formerly representing Units or any BGC Partners Certificates or BGC Partners Book-Entry Shares formerly representing shares of Company Common Stock or any certificates or book-entry shares formerly representing shares of Parent BGC Partners Common Stock are presented to Holdco Holdco, the Surviving Corporation, the Surviving LLC or the Exchange Agent for any reason, such Unit Certificates, Uncertificated Company StockUnits, certificates BGC Partners Certificates or bookBGC Partners Book-entry shares Entry Shares (as applicable) shall be cancelled and their holders shall be credited shares of Holdco Common Stock as provided in this Article IIII (to the extent not previously credited).