After the Effective Time Clause Samples
After the Effective Time. (a) The shareholders of Surety Bank, other than Surety and the holders of Dissenting Shares, as the holders of the outstanding certificate or certificates which prior thereto represented shares of Surety Bank Common Stock, may surrender same to Continuing Bank, and such shareholders of Surety Bank shall be entitled upon such surrender to receive from Continuing Bank in exchange therefor, without cost to such holder, the Exchange Price for each share of Surety Bank Common Stock represented by such outstanding certificate or certificates surrendered.
(b) Until so surrendered, each such outstanding certificate which, prior to the Effective Time, represented shares of Surety Bank Common Stock shall be deemed for all purposes to evidence solely the right to receive the amount of cash into and for which such shares of Surety Bank Common Stock shall have been converted pursuant to SECTION 5(b) hereof. No interest shall be payable with respect to any such cash payments. If a shareholder of Surety Bank is unable to locate any of his certificates which prior to the Effective Time represented shares of Surety Bank Common Stock, Continuing Bank shall issue a check to such shareholder in the amount which such shareholder would otherwise be entitled to receive hereunder without surrendering such certificate, upon receipt by Continuing Bank of an indemnity bond in favor of Continuing Bank and satisfactory in all respects to Continuing Bank.
(c) The stock transfer books of Surety Bank shall be closed as of the close of business on the Closing Date (hereinafter defined), and no transfer of record of any of the shares of Surety Bank Common Stock shall take place thereafter. From and after the close of business on the Closing Date, shares of Surety Bank Common Stock shall cease to be shares of Surety Bank, irrespective of whether such shares are ultimately surrendered.
After the Effective Time. Existing Fund shall not conduct any business except in connection with its dissolution and termination. As soon as reasonably practicable after distribution of the New Fund Shares pursuant to paragraph 1.4, but in all events within six months after the Effective Time, (a) Existing Fund shall be terminated as a series of the Trust and (b) the Trust shall make all filings and take all other actions in connection therewith necessary and proper to effect Existing Fund’s complete dissolution.
After the Effective Time. As of the Effective Time and during subsequent periods, the Board of Directors of Spinco or its successor, as applicable, or its designee shall have full discretion to determine the scope, terms and conditions of the Spinco Dedicated Benefit Plans, the Voyager Benefit Plans and the Combined Company Benefit Plans, subject only to applicable Law and the terms of any applicable contractual obligations.
After the Effective Time. Old Fund shall not conduct any business except in connection with its termination. As soon as reasonably practicable after distribution of the New Fund Shares pursuant to paragraph 1.4, all actions required to terminate Old Fund as a series of Trust shall be taken -- and in all events Old Fund shall have been terminated as such within six months after the Effective Time -- and Trust shall make all filings and take all other actions in connection therewith as required by applicable law or are necessary and proper to effect that termination. In addition, as soon as reasonably practicable after the later to occur of that distribution and the distribution of shares pursuant to an Agreement and Plan of Reorganization and Termination between the Investment Companies of even date regarding their respective series named “Jacob Small Cap Growth Fund” and “Jacob Small Cap Growth Fund II,” Trust shall be dissolved as a statutory trust under Delaware law and shall make all filings and take all other actions in connection therewith as required by applicable law or are necessary and proper to effect that dissolution.
After the Effective Time there shall be no further transfers on the stock transfer books of the Surviving Corporation of the Existing Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Share Certificates representing Existing Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the cash amount provided for, and in accordance with the procedures set forth in this Article 2.
After the Effective Time the Target Fund shall not conduct any business except in connection with its dissolution and termination. As soon as reasonably practicable after distribution of the Exchanged Survivor Fund Shares pursuant to paragraph 1.4: (a) the Target Fund shall be terminated as a series of the Trust and (b) the Trust shall make all filings and take all other actions in connection therewith necessary and proper to effect the Target Fund’s complete dissolution.
After the Effective Time. At and after the Effective Time, the stock transfer books of the Surviving Corporation shall be closed with respect to the Company Common Stock and the Company Preferred Stock and there shall be no further registration of transfers of Company Common Stock or Company Preferred Stock thereafter on the records of the Surviving Corporation. If, after the Effective Time, certificates formerly representing shares of Company Common Stock or Company Preferred Stock are presented to the Surviving Corporation, they shall be cancelled and exchanged for the consideration set forth in Sections 2.1(b)(iii) and 2.1(b)(iv), respectively, hereof, as provided in, and subject to, this Article II.
After the Effective Time the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Common Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration to be paid in respect of each share of Company Common Stock represented by such Certificate, as provided for, and in accordance with the procedures set forth, in this Article 3.
After the Effective Time. Ferrotec shall cause the Company to honor all obligations under (i) the existing terms of the employment and severance agreements to which the Company or any Company Subsidiary is presently a party, and which are set forth in the Company Disclosure Letter, except as may otherwise be agreed to by the parties thereto and (ii) the Company's and any Company Subsidiary's general severance policy as set forth in Section 6.3 of the Company Disclosure Letter. For a period of one year following the Effective Time (the "Transition Period"), the Company Employees, as defined below, will continue to participate in the Benefit Plans (other than stock option or stock purchase plans) on substantially similar terms to those in effect on the date hereof. Following the Transition Period, the Company Employees will be permitted to participate in the employee benefit plans of Merger Sub or the Surviving Corporation as in effect on the date thereof on terms substantially similar to those provided to employees of Merger Sub or the Surviving Corporation.
After the Effective Time there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of NM Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they shall be canceled and exchanged for the Merger Consideration.