Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for cash as provided in this Article III, subject to applicable law in the case of Dissenting Shares.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Henkel Acquisition Corp Ii), Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (Deutsche Bank Ag\)
Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving CorporationCorporation for transfer, they shall be canceled and exchanged for cash the Merger Consideration as provided in this Article III, subject to applicable law in the case of Dissenting Shares.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (ZS Pharma, Inc.), Agreement and Plan of Merger (Durata Therapeutics, Inc.), Agreement and Plan of Merger (Mallinckrodt PLC)
Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made. If, after the Effective Time, Certificates Shares are presented to the Surviving CorporationCorporation for transfer, they shall be canceled and exchanged for cash the Merger Consideration as provided in this Article IIIII, subject to applicable law Law in the case of Dissenting Shares.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Lear Corp), Agreement and Plan of Merger (American Real Estate Partners L P), Agreement and Plan of Merger (Lear Corp)
Closing of the Company’s Transfer Books. At the Effective Time, No transfer of Shares shall be made in the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be madeafter the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving CorporationCorporation for transfer, they shall be canceled and exchanged for cash the Merger Consideration as provided in this Article III, subject to applicable law in the case of Dissenting Shares.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Evraz Group S.A.), Agreement and Plan of Merger (Evraz Group S.A.), Agreement and Plan of Merger (Oregon Steel Mills Inc)
Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving CorporationCorporation for transfer, they shall be canceled and exchanged for cash as provided for in this Article III, subject to applicable law in the case of Dissenting SharesSection 2.07(a) and Section 2.12(c).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Neiman Marcus Group LTD Inc.), Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving CorporationCompany, they shall be canceled and exchanged for cash as provided in this Article III, subject to applicable law in the case of Dissenting Shares3.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Superior Energy Services Inc), Agreement and Plan of Merger (Digital Imaging Resources Inc.), Agreement and Plan of Merger (Warrior Energy Services CORP)
Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for cash as provided in this Article IIISection 2.6, subject to applicable law in the case of Dissenting Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peerless Industrial Group Inc), Agreement and Plan of Merger (R B Capital Corp)
Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving CorporationCorporation for transfer, they shall be canceled and exchanged for cash the Merger Consolidation as provided in this Article IIIII, subject to applicable law Law in the case of Dissenting Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (3m Co), Agreement and Plan of Merger (Cuno Inc)
Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made. If, on or after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for cash as provided in this Article IIISection 2, subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be mademade thereafter. If, If after the Effective Time, Certificates and after the period during which the Surviving Corporation shall hold any Merger Consideration, certificates for Shares are presented to the Purchaser or the Surviving Corporation, they shall be canceled and exchanged for cash Merger Consideration for each Share as provided in this Article III, subject to applicable law in the case of Dissenting SharesSection 4.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Centurion Wireless Technologies Inc)
Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving CorporationCorporation for transfer, they shall be canceled and exchanged for cash the Merger Consolidation as provided in this Article III, subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Minrad International, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares the Company Capital Stock shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving CorporationCorporation or the Disbursing Agent, they shall be canceled and exchanged for cash the Consideration, as provided in this Article III, subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Compucom Systems Inc)
Closing of the Company’s Transfer Books. At After the close of business on the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporation, they shall be canceled forwarded to the Paying Agent and exchanged for cash as provided in this Article III, be subject to applicable law in the case provisions of Dissenting SharesSECTION 3.2.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of the Company's Common Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective Time, Certificates certificates for Company Merger Shares are presented to Parent or the Surviving Corporation, they shall be canceled and exchanged for cash Merger Consideration for each Company Merger Share represented as provided in this Article IIISection 3.3, subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving CorporationCorporation or the Paying Agent, they shall be canceled and exchanged for cash as provided in this Article IIISection 2.2 hereof, subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the --------------------------------------- Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for cash as provided in this Article III, subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Technologies Corp /De/)
