Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged as provided in this Article I.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Mecon Inc), Agreement and Plan of Merger (Lunar 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 of Company Common Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged as provided in this Article I.
Appears in 8 contracts
Samples: Framework Agreement (Misys PLC), Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Tellabs 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 of Company Common Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates shall be canceled cancelled and exchanged as provided in this Article I.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Ciena Corp), Agreement and Plan of Merger (Conseco Inc), Agreement and Plan of Merger (Tellabs 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 of Company Common Stock shall thereafter be made on the records of the Companymade. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates they shall be canceled and exchanged as provided in this Article I.III.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Healthplan Services Corp), Agreement and Plan of Merger (Uici), Agreement and Plan of Merger (Uici)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock Shares shall thereafter be made on the records of the Companymade. If, after the Effective Time, Certificates certificates representing Shares are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates they shall be canceled cancelled and exchanged as provided in this Article I.for certificates representing Parent Shares.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ornda Healthcorp), Agreement and Plan of Merger (Littlejohn Joseph & Levy Fund L P), Agreement and Plan of Merger (Tenet Healthcare 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 of Company Common Stock shall thereafter be made on the records of the Companymade. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates they shall be canceled cancelled and exchanged as provided in this Article I.III.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sullivan Dental Products Inc), Agreement and Plan of Merger (Schein Henry Inc), Agreement and Plan of Merger (Softkey International Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to Shares issued and outstanding immediately prior to the Effective Time and no further transfer of shares of Company Common Stock such Shares shall thereafter be made on the records of the Companysuch stock transfer books. If, after the Effective Time, Certificates valid certificates previously representing such Shares are presented to the Surviving Corporation, the Exchange Agent Corporation or the ParentPaying Agent (as defined in Section 2.8), such Certificates they shall be canceled and exchanged as provided in this Article I.Section 2.8.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tel Save Holdings Inc), Agreement and Plan of Merger (World Color Press Inc /De/), Agreement and Plan of Merger (Quebecor Printing 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 of Company Common Stock Shares or Company Preferred Shares shall thereafter be made on the records of the Companymade. If, after the Effective Time, Certificates certificates representing shares of Company Common Shares or Company Preferred Shares are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates they shall be canceled and exchanged as provided presented to the Exchange Agent in this Article I.accordance with Section 1.12.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Geltex Pharmaceuticals Inc), Agreement and Plan of Merger (Orchid Biosciences Inc), Agreement and Plan of Merger (Sunpharm Corporation)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to Common Stock issued and outstanding immediately prior to the Effective Time and no further transfer of shares of Company such Common Stock shall thereafter be made on the records of the Companysuch stock transfer books. If, after the Effective Time, Certificates valid certificates previously representing such Common Stock are presented to the Surviving Corporation, the Exchange Agent Corporation or the ParentPaying Agent, such Certificates they shall be canceled and exchanged as provided in this Article I.Section 2.4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Software Spectrum Inc), Agreement and Plan of Merger (Level 3 Communications Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the each Company shall be closed and no transfer of shares of Company Common Stock shall thereafter be made on the records of the Companymade. If, after the Effective Time, Certificates certificates representing shares of Company Stock are presented to the Surviving CorporationCompany, the Exchange Agent or the Parent, such Certificates they shall be canceled and exchanged as provided presented to the Exchange Agent in this Article I.accordance with Section 2.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Creative Biomolecules Inc), Agreement and Plan of Merger (Curis 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 of Company Common Stock shall thereafter be made on the records of the Companymade. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates they shall be canceled and exchanged as provided in this Article I.II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elco Industries Inc), Agreement and Plan of Merger (Tyco International LTD /Ber/)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer further registration of transfers of shares of Company Common Stock shall thereafter be made on the records of the Companymade. If, On or after the Effective Time, any Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates Parent for any reason shall be canceled converted into the right to receive Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby and exchanged as provided in this Article I.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 (Geltex Pharmaceuticals 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 and no transfer of shares of Company Common Stock shall thereafter be made on the records of the Companymade. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall, when accompanied by proper documentation, be exchanged for Parent Class A Common Stock in the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged as manner provided in this Article I.1.
Appears in 2 contracts
Samples: Plan and Agreement of Merger (Cruise America Inc), Plan and Agreement of Merger (Budget Group 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 of Company Common Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged as provided in this Article I.I. 1.13
Appears in 2 contracts
Samples: 1 Agreement and Plan of Merger (Nova Corp \Ga\), Agreement and Plan of Merger (Nova Corp \Ga\)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfer further registration of shares transfers of Company Common Stock shall thereafter be made on the records of the Companythereafter. If, after the Effective Time, Certificates subject to the terms and conditions of this Agreement, certificates representing any such shares are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates they shall be canceled and exchanged as provided for cash in this Article I.accordance with Section 2.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Omniquip International 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 of Company Common Capital Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent Corporation or the ParentBuyer, such Certificates shall be canceled cancelled and exchanged 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 and no transfer of shares of Company Common Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates shall be canceled cancelled and exchanged as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magna International 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 of Company Common Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Paying Agent or the Parent, such Certificates shall be canceled and exchanged 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 and no transfer of shares of Company Common Capital Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates certificates representing shares of Company Capital Stock are presented to the Surviving Corporation, the Exchange Agent Company or the ParentBuyer, such Certificates certificates shall be canceled and exchanged 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 and no transfer of shares of Company Common Stock Shares shall thereafter be made on the records of the Companymade. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates they shall be canceled cancelled and exchanged as provided in this Article I.III. Section 3.6
Appears in 1 contract
Samples: Agreement and Plan of Merger (Research Medical Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to shares of Stock issued and outstanding prior to the Effective Time, and no further transfer of such shares of Company Common Stock shall thereafter be made on the records of the Companysuch transfer books. If, after the Effective Time, Certificates valid certificates previously representing any such shares are presented to the Surviving Corporation, the Exchange Agent Corporation or the ParentPaying Agent, such Certificates certificates shall be canceled and exchanged as provided in this Article I.Section 2.9.
Appears in 1 contract
