Closing of Company Transfer Books. At the Effective Time, the stock transfer books of Company shall be closed, and no transfer of Shares shall thereafter be made. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Shares.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Transitional Hospitals Corp), Agreement and Plan of Merger (Vencor Inc), Agreement and Plan of Merger (Vencor Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares Company Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Shares.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sycamore Networks Inc), Agreement and Plan of Merger (Sycamore Networks Inc), Agreement and Plan of Merger (Net Perceptions Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Common Stock outstanding immediately prior to the Effective Time shall thereafter be made. If, after the Effective Time, certificates Certificates representing Shares shares of Common Stock outstanding immediately prior to the Effective Time are presented to the Surviving CorporationCorporation or the Paying Agent for any reason, they shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Yankee Holding Corp.), Agreement and Plan of Merger (Efunds Corp), Agreement and Plan of Merger
Closing of Company Transfer Books. At the Company Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be made. If, after the Company Effective Time, certificates representing Shares shares of Company Common Stock are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for the Per Share Merger Consideration applicable to such Sharesthereto.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CLN Holdings Inc), Agreement and Plan of Merger (Coleman Co Inc), Agreement and Plan of Merger (Coleman Worldwide Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving CorporationExchange Agent or Crescent, they such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 3 contracts
Samples: 1 Agreement and Plan of Merger (Crescent Real Estate Equities Co), Agreement and Plan of Merger (Crescent Real Estate Equities Co), Agreement and Plan of Merger (Station Casinos Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer registration of Shares transfers of shares of Company Common Stock shall thereafter be mademade on the stock transfer books of the Surviving Corporation. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article III.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Newpower Holdings Inc), Agreement and Plan of Merger (Multex Com Inc), Agreement and Plan of Merger (Reuters Group PLC /Adr/)
Closing of Company 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 mademade on the records of the Company. If, after the Effective Time, certificates representing Company Shares are presented to the Surviving Corporation, they the Exchange Agent or Parent, such certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Synovis Life Technologies Inc), Agreement and Plan of Merger (Youbet Com Inc), Agreement and Plan of Merger (Churchill Downs Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and no transfer of Shares shares of Company Common Stock shall thereafter be made. IfSubject to the last sentence of Section 1.5 hereof, if after the Effective Time, certificates representing Shares Time Company Certificates are presented to the Surviving CorporationEntity, they shall be canceled cancelled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I. SECTION 1.9
Appears in 3 contracts
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Tower Realty Trust Inc), Agreement and Plan of Merger Agreement and Plan of Merger (Reckson Associates Realty Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Reckson Associates Realty Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shall thereafter be made. From and after the Effective Time, the holders of the Shares issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided herein. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for Merger Consideration applicable to such Sharescertificates representing Parent Shares and cash in lieu of any fractional shares in accordance with Section 3.4 hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Acxiom Corp), Rights Agreement (May & Speh Inc), Agreement and Plan of Merger (Acxiom Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shall thereafter be made. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article III.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kapson Senior Quarters Corp), Agreement and Plan of Merger (Prometheus Senior Quarters LLC), Agreement and Plan of Merger (Prometheus Senior Quarters LLC)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they the Paying Agent or the Parent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Sharescancelled as provided in this Article 1.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (MFN Financial Corp), Agreement and Plan of Merger (Onyx Acceptance Corp), Agreement and Plan of Merger (TFC Enterprises Inc)
Closing of Company Transfer Books. At the Effective --------------------------------- Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Common Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CCH Inc), Agreement and Plan (Wolters Kluwer Nv /Adr/), Agreement and Plan of Merger (Commerce Clearing House Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares Company Common Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they shall shall, when accompanied by proper documentation, be canceled and exchanged for the Per Share Merger Consideration applicable for each share of Company Common Stock represented thereby in the manner provided in this Article II, any cash in lieu of fractional shares payable pursuant to such SharesSection 2.5(c) and any dividends or distributions payable pursuant to Section 2.6.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hearst Communications Inc), Agreement and Plan of Merger (Ivillage Inc), Agreement and Plan of Merger (Women Com Networks Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they the Payment Agent or the Parent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Life Usa Holding Inc /Mn/), Agreement and Plan of Merger (Calpine Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and no transfer of Shares shares of Company Common Stock or Company Preferred Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving CorporationCorporation or Parent, they such Certificates shall be canceled cancelled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stratos Lightwave Inc), Agreement and Plan of Merger (Stratos Lightwave Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and no transfer of Shares shares of Common Stock shall thereafter be made. If, after the Effective Time, share certificates representing Shares are presented to the Surviving Corporation, the Disbursing Agent or the Parent, they shall be canceled cancelled and exchanged for the Merger Consideration applicable to such Sharesas provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Foodbrands America Inc), Tender Agreement (Ibp Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be made. If, after the Effective Time, certificates Certificates (other than Certificates representing Shares Dissenting Shares) are presented to the Surviving Corporation, they shall be canceled and cancelled and, as applicable, exchanged for Merger Consideration applicable to such SharesConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metastorm Inc), Agreement and Plan of Merger (Metastorm Inc)
Closing of Company Transfer Books. At the Effective Time, the stock membership interest transfer books of the Company shall be closed, and no transfer of Shares Company Units shall thereafter be made. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Blount International Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving CorporationParent, they shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article III.
Appears in 2 contracts
Samples: V 7 Agreement and Plan of Merger (Cerplex Group Inc), V 7 Agreement and Plan of Merger (Aurora Electronics Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock outstanding immediately prior to the Effective Time shall thereafter be made. If, after the Effective Time, certificates Certificates representing Shares shares of Company Common Stock outstanding immediately prior to the Effective Time are presented to the Surviving CorporationCorporation or the Paying Agent for any reason, they shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in this ARTICLE II.
Appears in 2 contracts
Samples: Agreement and Plan (Abraxis BioScience, Inc.), Agreement and Plan (Celgene Corp /De/)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of Company shall be closed, closed and no transfer of Shares Company Common Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they shall shall, when accompanied by proper documentation, be canceled and exchanged for Merger Consideration applicable to such SharesPartner Common Stock in the manner provided in this Article 2.
Appears in 2 contracts
Samples: Plan and Agreement (Providian Bancorp Inc), Plan and Agreement (Providian Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Capital Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving CorporationCorporation or Buyer, they such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orphan Medical Inc), Agreement and Plan of Merger (Jazz Pharmaceuticals Inc)
Closing of Company Transfer Books. At the Effective Time, the stock --------------------------------- transfer books of the Company shall be closed, closed with respect to Shares and Preferred Shares issued and outstanding immediately prior to the Effective Time and no further transfer of such Shares and Preferred Shares shall thereafter be mademade on such stock transfer books. If, after the Effective Time, valid certificates previously representing such Shares and Preferred Shares are presented to the Surviving CorporationCorporation or the Paying Agent (as defined in Section 2.8), they shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in Section 2.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BHP Sub Inc), Agreement and Plan of Merger (Magma Copper Co)
Closing of Company Transfer Books. At As of the Effective TimeClosing, the stock --------------------------------- transfer books of Company shall be closed, closed and no transfer of Shares Stock shall thereafter be made. If, after the Effective TimeClosing, certificates representing Shares which prior to the Closing represented shares of Stock are presented to the Surviving Corporation, they shall be canceled cancelled, or cancelled and exchanged for the Merger Consideration applicable to such Sharesas provided in Section 3.1.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Applied Digital Solutions Inc), Agreement and Plan of Merger (Applied Digital Solutions Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of Company shall be closed, closed and no transfer further registration of Shares transfers of shares of Company Common Stock shall thereafter be made. If, On or after the Effective Time, certificates representing Shares are any Certificates (as defined in Section 1.9) presented to the Surviving Corporation, they Exchange Agent (as defined in Section 1.9) or Parent for any reason shall be canceled and exchanged for converted into the right to receive Merger Consideration applicable with respect to such Sharesthe shares of Company Common Stock formerly represented thereby and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 1.13.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Helix Technology Corp), Agreement and Plan of Merger (Brooks Automation Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Certificates or Uncertificated Shares are presented to the Surviving Corporation, they the Exchange Agent or Parent, such Certificates or Uncertificated Shares shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dover Saddlery Inc), Agreement and Plan of Merger (Stratos International Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade on such stock transfer books. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schein Henry Inc), Agreement and Plan of Merger (Micro Bio Medics Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares Company Common Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they shall shall, when accompanied by proper documentation, be canceled and exchanged for Merger Consideration applicable Parent Class B Common Stock in the manner provided in this Article II, any cash in lieu of fractional shares payable pursuant to such SharesSection 2.6(c) and any dividends or distributions payable pursuant to Section 2.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fritz Companies Inc), Agreement and Plan of Merger (United Parcel Service Inc)
Closing of Company 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 mademade on the records of the Company. If, after the Effective Time, certificates Certificates representing Company Shares are presented to the Surviving CorporationCorporation or Parent, they such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ubiquity Broadcasting Corp), Agreement and Plan of Merger (Rimrock Gold Corp.)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares shares of Company Common Stock are presented to the Company Surviving Corporation, they shall be canceled cancelled and exchanged for Merger Consideration applicable to such Sharesthe consideration set forth in Section 3.9(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (L90 Inc), Agreement and Plan of Merger (Doubleclick Inc)
Closing of Company Transfer Books. At Immediately prior to the Effective Time, Time the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company stock shall thereafter be mademade or recognized. If, after After the Effective Time, Time valid certificates previously representing Shares shares of Company Common which are presented in accordance with this Agreement to the Surviving Corporation, they Corporation shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in Section 2.8.
Appears in 2 contracts
Samples: Plan and Agreement of Merger (Security Associates International Inc), Plan and Agreement of Merger (Security Associates International Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock or Company Preferred Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andrew Corp), Agreement and Plan of Merger (Allen Telecom Inc)
Closing of Company Transfer Books. At the close of business on the day on which the Effective TimeTime occurs, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of Shares shall thereafter be madethe Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving CorporationCorporation or the Exchange Agent for transfer or any other reason, they shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article 3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Bioreliance Corp)
Closing of Company Transfer Books. At the Effective Time, --------------------------------- the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock outstanding prior to the Effective Time shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they the Exchange Agent or Parent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Algos Pharmaceutical Corp), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of Company shall be closed, closed and no transfer further registration of Shares transfers of shares of Company Common Stock shall thereafter be made. If, On or after the Effective Time, certificates representing Shares are any Certificates presented to the Surviving Corporation, they Exchange Agent or Parent for any reason shall be canceled and exchanged for converted into the right to receive Merger Consideration applicable with respect to such Sharesthe shares of Company Common Stock formerly represented thereby and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 1.12.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SPS Technologies Inc), Agreement and Plan of Merger (Precision Castparts Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of Company shall be closed, closed and no transfer of Shares Company Common Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they shall shall, when accompanied by proper documentation, be canceled and exchanged for Merger Consideration applicable to such SharesParent Common Stock in the manner provided in this Article 1.
Appears in 2 contracts
Samples: Plan and Agreement of Merger (Rockford Industries Inc), Plan and Agreement of Merger (American Express Co)
Closing of Company Transfer Books. At the Effective Time, --------------------------------- the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Common Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tyco International LTD), Agreement and Plan of Merger (Earth Technology Corp Usa)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and no transfer of Shares shares of Company Common Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they Parent or the Exchange Agent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Access Plans Inc), Agreement and Plan of Merger (Oi Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares Company Common Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares shares of Company Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Sharesthe cash consideration set forth above.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Homeowners Group Inc), Agreement and Plan of Merger (Hac Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock outstanding prior to the Effective Time shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carson Pirie Scott & Co /Il/), Agreement and Plan of Merger (Proffitts Inc)
Closing of Company Transfer Books. At On and after the Effective Time, holders of certificates representing the Company Shares shall cease to have any rights as shareholders of the Company and the stock transfer books of the Company shall be closed, closed with respect to the Company Shares and no further transfer of Shares such shares shall thereafter be mademade on such stock transfer books. If, after the Effective Time, valid certificates previously representing Shares such shares are presented to the Surviving CorporationCorporation or Parent, they shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in Section 3.4.
Appears in 2 contracts
Samples: Escrow Agreement (Del Arroz Manuel), Agreement of Merger (Del Arroz Manuel)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, certificates representing shares of Company Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable presented to such Sharesthe Exchange Agent in accordance with Section 1.10.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Qiagen Nv), Agreement and Plan of Merger (Qiagen Nv)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Capital Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving CorporationCorporation or the Buyer, they such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endocardial Solutions Inc), Agreement and Plan of Merger (Endocardial Solutions Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of Company shall be closed, closed and no transfer further registration of Shares transfers of shares of Company Common Stock shall thereafter be made. If, On or after the Effective Time, certificates representing Shares are any Certificates (as defined in Section 1.9) presented to the Surviving Corporation, they Exchange Agent or Parent for any reason shall be canceled and exchanged for converted into the right to receive Merger Consideration applicable with respect to such Sharesthe shares of Company Common Stock formerly represented thereby and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 1.13.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ilex Oncology Inc), Agreement and Plan of Merger (Genzyme Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Common Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Humana Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Common Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Idt Corp), Agreement and Plan of Merger (Net2phone Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Common Stock outstanding immediately prior to the Effective Time shall thereafter be made. If, after the Effective Time, certificates Common Stock Certificates representing Shares shares of Common Stock outstanding immediately prior to the Effective Time are presented to the Surviving CorporationCorporation or the Paying Agent for any reason, they shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lapolla Industries Inc), Agreement and Plan of Merger (Empire Resources Inc /New/)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Capital Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pediatrix Medical Group Inc)
Closing of Company Transfer Books. At Immediately prior to the Effective Time, Time the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Stock shall thereafter be mademade or recognized. If, after After the Effective Time, Time valid certificates previously representing Shares shares of Company Stock which are presented in accordance with this Agreement to the Surviving Corporation, they Corporation shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in Section 2(h).
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of Company for the Trust Shares shall be closed, closed and no transfer of Trust Shares shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving CorporationTrust, they the Exchange Agent or Parent, such Certificates shall be canceled cancelled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Restructuring (Starwood Hotel & Resorts Worldwide Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock or Warrants shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (True North Communications Inc)
Closing of Company Transfer Books. At the Effective Time, the --------------------------------- stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Interpublic Group of Companies Inc)
Closing of Company Transfer Books. At Immediately prior to the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Stock shall thereafter be mademade or recognized. If, after After the Effective Time, certificates Time valid Certificates previously representing Shares shares of Company Common which are presented to the Surviving Corporation, they surrendered for exchange in accordance with this Agreement shall be canceled exchanged as provided in Sections 2.7(b) and exchanged for Merger Consideration applicable to such Shares2.9.
Appears in 1 contract
Samples: Plan and Agreement of Merger (Superior Consultant Holdings Corp)
Closing of Company 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 mademade thereafter. If, after the Effective Time, certificates representing Shares valid Certificates are presented to the Surviving CorporationCompany in accordance with Section 4B, they such Certificates and instruments shall be canceled cancelled and exchanged for Merger Consideration applicable to such Shares.the consideration provided in Section 4B.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Great Lakes Dredge & Dock Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and no transfer of Company Common Shares shall thereafter be made. IfSubject to the last sentence of Section 1.9, if, after the Effective Time, certificates representing Shares Company Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Samples: 5 Iii Agreement and Plan of Merger
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Common Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article II. ARTICLE III
Appears in 1 contract
Samples: Conformed Copy Agreement and Plan of Merger Agreement and Plan of Merger (Textron Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock outstanding prior to the Effective Time shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article 1.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock --------------------------------- transfer books of the Company shall be closed, closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, certificates representing Company Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable presented to such Sharesthe Exchange Agent in accordance with Section 1.13.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Orchid Biosciences Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and no transfer of Company Shares or shares of Company Preferred Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates Certificates representing Company Shares or shares of Company Preferred Stock are presented to the Surviving CorporationCorporation or Parent, they such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article I .
Appears in 1 contract
Samples: Agreement and Plan of Merger (EQM Technologies & Energy, Inc.)
Closing of Company Transfer Books. At the Effective Time, the --------------------------------- stock transfer books of the Company shall be closed, closed and no transfer of Common Shares or Preferred Shares shall thereafter be made. If, after the Effective Time, certificates representing Common Shares or Preferred Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration the applicable consideration deliverable in respect thereof pursuant to such Sharesthis Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cobblestone Holdings Inc)
Closing of Company Transfer Books. At the Effective Time, the Shareholders shall cease to have any further rights as shareholders of the Company, and the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall thereafter be made. If, after the Effective Time, valid certificates previously representing Shares such shares are presented to the Surviving CorporationCorporation or the Disbursing Agent (as defined in Section 1.7), they shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in Section 1.7.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shall thereafter be made. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article II.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Common Shares or Preferred Shares shall thereafter be made. If, after the Effective Time, certificates representing Common Shares or Preferred Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration the applicable consideration deliverable in respect thereof pursuant to such Sharesthis Agreement.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock outstanding prior to the Effective Time shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article 1. Section 1.15
Appears in 1 contract
Closing of Company Transfer Books. At the Company Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be made. If, after the Company Effective Time, certificates representing Shares shares of Company Common Stock are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for the Per Share Merger Consideration applicable to such Shares.thereto. Section 3.8
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of Company shall be closed, closed and no transfer of Shares shall thereafter be made. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving CorporationCorporation in accordance with Section 3.02(c), they shall be canceled and exchanged for the applicable Final Merger Consideration applicable to such SharesConsideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Five Star Quality Care Inc)
Closing of Company Transfer Books. At Immediately prior to the Effective Time, Time the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Stock shall thereafter be mademade or recognized. If, after After the Effective Time, Time valid certificates previously representing Shares shares of Company Common Stock which are presented in accordance with this Agreement to the Surviving Corporation, they Corporation shall be canceled exchanged as provided in Sections 2(f)(ii) and exchanged for Merger Consideration applicable to such Shares2(h).
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock --------------------------------- transfer books of the Company shall be closed, closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, certificates representing shares of Company Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable presented to such Sharesthe Exchange Agent in accordance with Section 1.12.
Appears in 1 contract
Closing of Company Transfer Books. At After the close of --------------------------------- business on the Closing Date, transfers of shares of the Company's capital stock outstanding prior to the Effective Time, including the Shares, shall not be made on the stock transfer books of Company shall be closed, and no transfer of Shares shall thereafter be madethe Surviving Corporation. If, after the Effective Time, certificates representing Shares are presented to the Surviving CorporationBuyer, they shall be canceled cancelled and exchanged for their pro rata share of the Merger Consideration applicable to such SharesConsideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ziegler Companies Inc)
Closing of Company Transfer Books. At As of the Effective TimeClosing, the stock transfer books of Company shall be closed, closed and no transfer of Shares Stock shall thereafter be made. If, after the Effective TimeClosing, certificates representing Shares which prior to the Closing represented shares of Stock are presented to the Surviving Corporation, they shall be canceled cancelled, or cancelled and exchanged for the Merger Consideration applicable to such Sharesas provided in Section 3.1.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I. SECTION 1.13
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dura Automotive Systems Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares shares of Company Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Sharescertificates representing shares of Purchaser Common Stock in accordance with this Article III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Internet Security Systems Inc/Ga)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and no transfer of the Company Shares shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving CorporationCorporation or Parent, they such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, each of the Shareholders shall cease to have any rights as a shareholder of the Company, and the stock transfer books of the Company shall be closed, and no closed with respect to all shares of capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of Shares any shares of capital stock of the Company shall thereafter be mademade on such stock transfer books after the Effective Time. If, after the Effective Time, certificates a valid stock certificate previously representing Shares are any shares of Company Common Stock is presented to the Surviving CorporationBuyer, they such stock certificate shall be canceled cancelled and exchanged for Merger Consideration applicable to such Sharesas provided in Section 1.10.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spectrum Sciences & Software Holdings Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock or Company Preferred Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares shares of Company Common Stock or Company Preferred Stock (other than Dissenting Shares) are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for Merger Consideration applicable to such Sharesthe consideration set forth in Section 3.1(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Screaming Media Com Inc)
Closing of Company Transfer Books. At After 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 representing Shares Share Certificates are presented to the Surviving Corporation, the Paying Agent or Buyer, they shall be canceled and exchanged for the Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective --------------------------------- Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shall thereafter be made. From and after the Effective Time, the holders of the Shares issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided herein. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for Merger Consideration applicable to such Sharescertificates representing Parent Shares and cash in lieu of any fractional shares in accordance with Section 3.4 hereof.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock or Company Preferred Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they such Certificates shall be canceled and and, if appropriate, exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (California Amplifier Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving CorporationCorporation or Parent, they such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Combined Professional Services Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and no transfer of Shares shares of Company Common Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they Parent or the Exchange Agent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this ARTICLE I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (North Central Bancshares Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they Buyer or Paying Agent, such Certificates shall be canceled cancelled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fargo Electronics Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock outstanding prior to the Effective Time shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they the Exchange Agent or Parent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc)
Closing of Company Transfer Books. At the Effective Time, the ------------------------------------- stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares shares of Company Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Sharescertificates representing shares of Acquiror Common Stock in accordance with this Article III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Concurrent Computer Corp/De)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Common Stock outstanding immediately prior to the Effective Time shall thereafter be made. If, after the Effective Time, certificates Certificates representing Shares shares of Common Stock outstanding immediately prior to the Effective Time are presented to the Surviving CorporationCorporation or the Paying Agent for any reason, they shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in this ARTICLE II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (APP Pharmaceuticals, Inc.)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article II.
Appears in 1 contract
Closing of Company 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 mademade on the records of the Company. If, after the Effective Time, certificates Certificates representing Company Shares are presented to the Surviving CorporationCorporation or Vitas, they such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sealand Natural Resources Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving CorporationCorporation or Parent, they such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of capital stock of the Company shall thereafter be made. If, after the Effective Time, certificates Certificates formerly representing Shares shares of Common Stock are presented to Buyer or the Surviving Corporation, as the case may be, they shall be canceled and exchanged for the portion of the Merger Consideration applicable to into which such Sharesshares are convertible under Section 2.1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stellex Industries Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I. Section 1.13
Appears in 1 contract
Samples: Execution Version Agreement and Plan (Starwood Lodging Corp)
Closing of Company Transfer Books. At the Effective --------------------------------- Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they the Exchange Agent or Parent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Sharesas provided in this Article 1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Internet Communications Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shall thereafter be made. If, after the Effective Time, certificates representing shares of Company Preferred Stock or Common Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the applicable Merger Consideration applicable to such SharesConsideration.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of Company shall be closed, closed and no transfer further registration of Shares transfers of shares of Company Common Stock shall thereafter be made. If, On or after the Effective Time, certificates representing Shares are any Certificates presented to the Surviving Corporation, they Exchange Agent (as defined in Section 1.9(a) herein) or Parent for any reason shall be canceled and exchanged for converted into the right to receive Merger Consideration applicable with respect to such Sharesthe shares of Company Common Stock formerly represented thereby.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares Company Common Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares shares of Company Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable presented to such Sharesthe Exchange Agent in accordance with Section 1.9.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and no transfer of Company Shares or shares of Company Preferred Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates Certificates representing Company Shares or shares of Company Preferred Stock are presented to the Surviving CorporationCorporation or Parent, they such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Beacon Energy Holdings, Inc.)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and no transfer of Company Common Shares shall thereafter be made. If, after the Effective Time, certificates representing Shares Company Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for Merger Consideration applicable to such Shares.as provided in this Article I.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, certificates representing shares of Company Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable presented to such Sharesthe Exchange Agent in accordance with Section 1.9.
Appears in 1 contract
Samples: Master Agreement
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Stock shall thereafter be made. If, On or after the Effective Time, certificates representing Shares are all Certificates presented to the Surviving Corporation, they Paying Agent or Parent for any reason shall be canceled and exchanged for converted into the Merger Consideration applicable in respect of the shares of Company Stock formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to such Shareswhich the holders thereof are entitled pursuant to Section 1.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 1.6(e).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Combined Professional Services Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares Company Common Stock shall thereafter be made. If, after the Effective Time, certificates representing Shares shares of Company Common Stock are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for Merger Consideration applicable to such Sharesthe cash consideration set forth above.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Homeowners Group Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade on the records of the Company. If, after the Effective Time, certificates representing Shares Certificates are presented to the Surviving Corporation, they the Paying Agent or the Parent, such Certificates shall be canceled and exchanged for Merger Consideration applicable to such Sharescancelled as provided in this Article 2.
Appears in 1 contract
