Common use of Closing of the Company’s Transfer Books Clause in Contracts

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Stock is presented to the Exchange Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.8.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Manchester Technologies Inc), Agreement and Plan of Merger (Electrograph Holdings, Inc.)

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Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common StockStock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) is presented to the Exchange Agent or to Parent, the Surviving Corporation or Parentthe Exchange Agent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.5 and Section 1.8.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (MYnd Analytics, Inc.), Agreement and Plan of Merger and Reorganization (Emmaus Life Sciences, Inc.)

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common StockStock and Company Preferred Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock or Company Preferred Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock or Company Preferred Stock outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.8Sections 1.5 and 1.7.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Telik Inc), Agreement and Plan of Merger and Reorganization (Tranzyme Inc)

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common StockStock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "COMPANY STOCK CERTIFICATE") is presented to the Exchange Agent or to the Surviving Corporation or ParentVeeco, such Company Stock Certificate shall be canceled canceled, and shall be exchanged as provided in Section 1.82.07 hereof.

Appears in 2 contracts

Samples: Affiliates Agreement (Veeco Instruments Inc), Affiliates Agreement (Veeco Instruments Inc)

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common StockShares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Stock Common Shares (a "COMPANY STOCK CERTIFICATE") is presented to the Exchange Agent or to the Surviving Corporation or ParentIPC, such Company Stock Certificate shall be canceled canceled, and shall be exchanged as provided in Section 1.82.07 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Balanced Care Corp)

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common StockCapital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Capital Stock outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) is presented to the Exchange Agent or to SSMP, the Surviving Corporation or Parentthe Exchange Agent, such Company Stock Certificate shall be canceled cancelled and shall be exchanged as provided in Section Sections 1.6 and 1.8.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Second Sight Medical Products Inc)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of Company Common Stock shall cease to have any rights as shareholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common StockStock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall thereafter be made on such stock transfer books after the Effective Timebooks. If, after the Effective Time, a valid certificate previously representing any of such shares of Company Stock (a "Company Stock Certificate") is presented to the Exchange Agent or to the Surviving Corporation or ParentADAC, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.7.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Adac Laboratories)

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common StockStock outstanding immediately prior to the Effective Time (except Dissenting Shares (as defined hereinafter)). No further transfer of any such shares of Company Common Stock (except Dissenting Shares) shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Stock Certificate is presented to the Exchange Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.5(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sbe Inc)

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common StockStock and Company Preferred Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock or Company Preferred Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock or Company Preferred Stock outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) is presented to the Exchange Agent (as defined in Section 1.7(a)) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.5 and Section 1.7.

Appears in 1 contract

Samples: Voting and Lock Up Agreement (Cempra, Inc.)

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common StockStock and Company Preferred Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock or Company Preferred Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock or Company Preferred Stock outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) is presented to the Exchange Agent Saffron or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.8Sections 1.5 and 1.7.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Synta Pharmaceuticals Corp)

Closing of the Company’s Transfer Books. At the Effective Time, holders of Company Stock Certificates that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common StockShares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate Company Stock Certificate previously representing any shares of Company Stock such Shares is presented to the Exchange Agent or to the Surviving Corporation or ParentPurchaser, such Company Stock Certificate shall be canceled and and, if applicable, shall be exchanged as provided in Section 1.82.8.

Appears in 1 contract

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

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Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common StockStock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) is presented to the Exchange Agent or to Parent, the Surviving Corporation or Parentthe Exchange Agent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.4 and Section 1.6.

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Skinvisible Inc)

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common StockShares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of such Company Common Shares or Company Preferred Shares (a “Company Stock Certificate”) is presented to the Exchange Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and and, if applicable, shall be exchanged as provided in Section 1.82.13.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SB/RH Holdings, LLC)

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common StockCapital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate or documentation previously representing any shares of Company Capital Stock outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) is presented to FSI or the Exchange Agent or to the Final Surviving Corporation or ParentEntity, such Company Stock Certificate shall be canceled or terminated and shall be exchanged as provided in Section 1.8Sections 1.5 and 1.7.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Flexible Solutions International Inc)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as Stockholders, and the stock transfer books of the Company shall be closed with respect to all shares of Company Common StockStock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books at or after the Effective Time. If, at or after the Effective Time, a valid certificate previously representing any shares of Company Stock Certificate is presented to the Exchange Agent or to the Surviving Corporation Company or Parent, such Company Stock Certificate shall be canceled cancelled and shall be exchanged as provided in Section 1.83.06.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ally Financial Inc.)

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all and no transfer of shares of Company Common Stock. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after thereafter. In the Effective Time. Ifevent that, after the Effective Time, a valid certificate previously certificates representing any shares of Company Common Stock is are presented to the Exchange Agent or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate they shall be canceled and exchanged for Merger Consideration in accordance with this Article I. From and after the Effective Time, the holders of certificates representing shares of Common Stock shall be exchanged cease to have any rights with respect to the shares of Common Stock formerly represented thereby, except as otherwise provided in Section 1.8herein or by law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sbarro Inc)

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stocksuch capital stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock the Company's capital stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of the Company's capital stock (a "Company Stock Certificate") is presented to the Exchange Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.82.9.

Appears in 1 contract

Samples: Agreement and Plan (Select Medical Corp)

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