Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 12 contracts
Samples: Merger Agreement (Broadvision Inc), Merger Agreement (Etec Systems Inc), Merger Agreement (Clare Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital 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 Sections 1.5 and 1.7.
Appears in 7 contracts
Samples: Merger Agreement (Newlink Genetics Corp), Merger Agreement (Edge Therapeutics, Inc.), Merger Agreement (Versartis, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates or book-entry shares representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital 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 1.7Sections 1.5 and 1.8.
Appears in 5 contracts
Samples: Merger Agreement (Bell Robert G.), Merger Agreement (Tanimoto Sarina), Merger Agreement (Silverback Therapeutics, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (as defined in Section 1.71.8) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 5 contracts
Samples: Merger Agreement (Cuseeme Networks Inc), Merger Agreement (Cuseeme Networks Inc), Merger Agreement (First Virtual Communications Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital 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 1.7Sections 1.5 and 1.8.
Appears in 5 contracts
Samples: Merger Agreement (Tocagen Inc), Merger Agreement (OncoMed Pharmaceuticals Inc), Merger Agreement (Apricus Biosciences, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 CertificateCOMPANY STOCK CERTIFICATE") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 4 contracts
Samples: Merger Agreement (Molecular Devices Corp), Merger Agreement (Med-Design Corp), Agreement and Plan of Merger and Reorganization (Molecular Devices Corp)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 of such shares of Company Common Stock (a "Company Stock CertificateCOMPANY STOCK CERTIFICATE") is presented to the Exchange Agent (as defined in Section 1.71.8) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 4 contracts
Samples: Merger Agreement (Siebel Systems Inc), Merger Agreement (Scopus Technology Inc), Merger Agreement (Scopus Technology Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 Paying Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 4 contracts
Samples: Merger Agreement (XOOM Corp), Merger Agreement (Vaughan Foods, Inc.), Merger Agreement (Ebay Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the CompanyCompany other than the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 4 contracts
Samples: Merger Agreement (Amis Holdings Inc), Merger Agreement (On Semiconductor Corp), Merger Agreement (On Semiconductor Corp)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 of such shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.71.8) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 4 contracts
Samples: Merger Agreement (Integrated Systems Consulting Group Inc), Merger Agreement (Lipson David S), Merger Agreement (Safeguard Scientifics Inc Et Al)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (as defined in Section 1.71.8) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 3 contracts
Samples: Merger Agreement (WEB.COM, Inc.), Merger Agreement (Website Pros Inc), Merger Agreement (Website Pros Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 shareholders of the CompanyCompany other than the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 3 contracts
Samples: Merger Agreement (Kratos Defense & Security Solutions, Inc.), Agreement and Plan of Merger and Reorganization (Sys), Merger Agreement (Sys)
Closing of the Company’s Transfer Books. At the Effective Time: , (a) all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock Stock, and all holders of book-entry Shares representing such shares of Company Common Stock, that were outstanding immediately prior to the Effective Time shall shall, in each case, cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 Payment Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.8 below.
Appears in 3 contracts
Samples: Merger Agreement (Active Network Inc), Merger Agreement (Wok Acquisition Corp.), Merger Agreement (P F Changs China Bistro Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall automatically be canceled cancelled and retired and shall cease to existexist in exchange for the consideration issued pursuant to Section 1.5, and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; Company Stockholders except as provided for in Section 1.5 and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares 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 Common Stock Shares outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Paying Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled cancelled and shall be exchanged as provided in Section 1.71.8.
Appears in 3 contracts
Samples: Merger Agreement (Glu Mobile Inc), Merger Agreement (Electronic Arts Inc.), Merger Agreement (Shutterfly Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 Payment Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.8 below.
Appears in 3 contracts
Samples: Merger Agreement (Abc-Mart, Inc.), Merger Agreement (Abc-Mart, Inc.), Merger Agreement (Lacrosse Footwear Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of capital stock of the Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of capital stock of the Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; , and (b) the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the 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 capital stock of the Company Common Stock (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 2 contracts
Samples: Merger Agreement (Celunol Corp), Merger Agreement (Diversa Corp)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 2.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; Company and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital 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 1.7Sections 2.5 and 2.7.
Appears in 2 contracts
Samples: Merger Agreement (Vascular Biogenics Ltd.), Merger Agreement (Seneca Biopharma, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of capital stock of the Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of capital stock of the Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; , and (b) the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the 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 capital stock of the Company Common Stock (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.9.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (RHL Group, Inc.), Agreement and Plan of Merger and Reorganization (Favrille Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 Payment Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Merger Agreement (Synopsys Inc), Merger Agreement (Alpha Innotech Corp)
Closing of the Company’s Transfer Books. At the Effective TimeTime of Merger I: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time of Merger I shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time Certificates shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. Time of Merger I. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. Time of Merger I. If, after the Effective TimeTime of Merger I, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.71.6) or to Surviving Entity I, the Surviving Corporation Entity or Parent, such Company Stock Certificate certificate shall be canceled and shall be exchanged as provided in Section 1.71.6.
Appears in 2 contracts
Samples: Merger Agreement (Aclara Biosciences Inc), Agreement and Plan of Merger and Reorganization (Virologic Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 Payment Agent (as defined in Section 1.71.7(a)) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Merger Agreement (Nassda Corp), Merger Agreement (Synopsys Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Merger Agreement (Avalon Pharmaceuticals Inc), Merger Agreement (Clinical Data Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existcanceled, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Merger Agreement (Exelixis Inc), Merger Agreement (Agritope Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates or book-entry shares representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital Stock outstanding immediately prior to the Effective Time (including any certificates representing the Company Preferred Stock that were converted or exercised in connection with the conversion of Company Preferred Stock) (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 Sections 1.5 and 1.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MorphImmune Inc.), Merger Agreement (Immunome Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: , (a) all certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 shareholders of the Company; , and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock 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 of such shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Merger Agreement (Artecon Inc), Merger Agreement (Titan Corp)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (other than the Rollover Shares) outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Paying Agent (as defined in Section 1.71.8(a)) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 2 contracts
Samples: Merger Agreement (Rae Systems Inc), Merger Agreement (Rae Systems Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock ("Shares") outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares 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 Common Stock Shares (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Merger Agreement (Titan Corp), Merger Agreement (Cylink Corp /Ca/)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Merger Agreement (Foundry Networks Inc), Merger Agreement (Foundry Networks Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock (“Shares”) outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares 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 Common Stock Shares (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.71.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Rainbow Technologies Inc), Merger Agreement (Safenet Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and each certificate representing any such Company Shares (each, a “Company Share Certificate”) shall thereafter represent the right to receive the consideration referred to in Section 1.5; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock Share 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") Share Certificate is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Share Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 2 contracts
Samples: Merger Agreement (Semnur Pharmaceuticals, Inc.), Merger Agreement (Sorrento Therapeutics, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: , (a) all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock At or after the Effective Time, there shall be made no transfers on such the stock transfer books after of the Company of the Company Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is Certificates are presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentParent for transfer, such Company Stock Certificate they shall be canceled cancelled and shall be exchanged as provided for a check in Section 1.7.the proper amount pursuant to this ARTICLE V.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cotherix Inc), Agreement and Plan of Merger (Actelion US Holding CO)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 of such shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Merger Agreement (Cadence Design Systems Inc), Merger Agreement (Cooper & Chyan Technology Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 2.5(a), and all 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 of the Company; Company and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (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 1.7Sections 2.5 and 2.7.
Appears in 2 contracts
Samples: Merger Agreement (Vallon Pharmaceuticals, Inc.), Merger Agreement (Zafgen, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital 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 Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 2 contracts
Samples: Merger Agreement (Quest Software Inc), Merger Agreement (Quest Software Inc)
Closing of the Company’s Transfer Books. At the Effective Time: , (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock At or after the Effective Time, there shall be made no transfers on such the stock transfer books after of the Company of the shares of Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is Certificates are presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentParent for transfer, such Company Stock Certificate they shall be canceled cancelled and shall be exchanged as provided for a check in Section 1.7the proper amount pursuant to this Article IV.
Appears in 2 contracts
Samples: Merger Agreement (Merck & Co Inc), Merger Agreement (Sirna Therapeutics Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 of such shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Merger Agreement (Compurad Inc), Merger Agreement (Interactive Group Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired extinguished and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; , and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Capital 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 Common Capital 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 Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cypress Bioscience Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the CompanyCompany Stockholders; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital Stock outstanding immediately prior to the Effective Time (each, a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.9.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.05(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) Agent, Parent or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.05 and 1.09.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall will automatically be canceled and retired and shall will cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall will cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall will be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall will 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 (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall will be canceled and shall will be exchanged as provided in Section 1.7.
Appears in 1 contract
Samples: Merger Agreement (Quokka Sports Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock (“Shares”) outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares 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 Common Stock Shares (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Samples: Merger Agreement (Safenet Inc)
Closing of the Company’s Transfer Books. At the Effective Time: :
(a) all All shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 shareholders of the Company; and and
(b) the The stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (as defined in Section 1.71.8) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock Stock, other than Dissenting Shares, outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (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 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; Company and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital 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 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital 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 Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Samples: Merger Agreement (Nuvelo Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (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 1.7Sections 1.5 and 1.9.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 Paying Agent (as defined in Section 1.71.7(a)) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital 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 1.7Sections 1.5 and 1.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.Section
Appears in 1 contract
Samples: Merger Agreement (Transition Analysis Component Technology Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) Agent, Parent or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital 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 Sections 1.5 and 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock (the “Company Stock Certificates”) or uncertificated book-entry shares representing shares of the Company Stock (a “Book-Entry Share”) that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; , and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock such capital stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of the 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") Certificate or Book-Entry Share is presented to the Exchange Agent (as defined in Section 1.7) or to the Payments Administrator, Surviving Corporation or Parent, such Company Stock Certificate or Book-Entry Share shall be canceled cancelled and shall be exchanged as provided in Section 1.71.14.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock Stock, other than Dissenting Shares, outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all 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 shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 Share Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Share Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock Share Capital outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Stock Share Capital that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; and (b) the stock share transfer books of the Company shall be closed with respect to all shares of Company Common Stock Share Capital outstanding immediately prior to the TABLE OF CONTENTS Effective Time. No further transfer of any such shares of Company Common Stock Share Capital shall be made on such stock share transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock Share Capital outstanding immediately prior to the Effective Time (a "“Company Stock Share Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCompany, such Company Stock Share Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock Capital outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital 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 Sections 1.5 and 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates or book-entry shares representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined below 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 Sections 1.5 and 1.7.
Appears in 1 contract
Samples: Merger Agreement (Kidpik Corp.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, exist as provided in Section 2.5 and all holders of certificates previously representing shares of Company Common Stock Shares or non-certificated Company Shares represented by book entry (“Book Entry Shares”) that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares 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 Stock Shares (a "“Company Stock Certificate"”) is presented to the Exchange Paying Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.7.
Appears in 1 contract
Samples: Merger Agreement (Xenoport Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates or book-entry shares representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital Stock outstanding immediately prior to the Effective Time (including any certificates representing the Company Preferred Stock that were converted or exercised in connection with the conversion of Company Preferred Stock (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 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 2.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; Company and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital 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 1.7Sections 2.5 and 2.8.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 of such shares of Company Common Capital Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Samples: Merger Agreement (Pharmacopeia Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 Payment Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 share transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) MTS or to the Surviving Corporation or Parentits designated exchange agent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Samples: Merger Agreement (Mer Telemanagement Solutions LTD)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease reissued to existthe Parent retired, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired extinguished and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; , and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Capital 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 Common Capital 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 Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.6.
Appears in 1 contract
Samples: Merger Agreement (Volcano CORP)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (as defined in Section 1.7) or to the Surviving Subsidiary Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Samples: Merger Agreement (Tres Estrellas Enterprises, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 of such shares of Company Common Stock (a "Company Stock CertificateCOMPANY STOCK CERTIFICATE") is presented to the Exchange Agent (as defined in Section 1.71.8) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 1 contract
Samples: Merger Agreement (Megabios Corp)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares at the close of Company Common Stock outstanding immediately prior to business on the day during which the Effective TimeTime occurs. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Timesuch date and time. If, after the Effective Time, a valid certificate previously representing any of such shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or 1.9), to the Surviving Corporation or to Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.9.
Appears in 1 contract
Samples: Merger Agreement (Clarent Corp/Ca)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 (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 Sections 1.5 and 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates or book entry shares representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital 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 Sections 1.5 and 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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, including any valid certificate representing any shares of Company Preferred Stock previously converted into shares of Company Common Stock in connection with the Preferred Stock Conversion, 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 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Samples: Merger Agreement (GTX Inc /De/)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital 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 Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: , (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 2.1(e), and all holders of certificates (if any) representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the CompanyCompany Stockholders; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital Stock outstanding immediately prior to the Effective Time or, if uncertificated, book entry records of ownership of the shares of Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.72.3(b)) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 2.1(e) and 2.3(b).
Appears in 1 contract
Samples: Business Combination Agreement (KBL Merger Corp. Iv)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares at the close of Company Common Stock outstanding immediately prior to business on the day during which the Effective TimeTime occurs. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Timesuch date and time. If, after the Effective Time, a valid certificate previously representing any of such shares of Company Common Stock (a "Company Stock CertificateCOMPANY STOCK CERTIFICATE") is presented to the Exchange Agent (as defined in Section 1.7) or 1.9), to the Surviving Corporation or to Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.9.
Appears in 1 contract
Samples: Merger Agreement (Act Networks Inc)
Closing of the Company’s Transfer Books. At the Effective Time: , (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.71.8(a)) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Samples: Merger Agreement (OvaScience, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital 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 Sections 1.5 and 1.7.
Appears in 1 contract
Samples: Merger Agreement (Histogenics Corp)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 CertificateCOMPANY STOCK CERTIFICATE") is IS presented to the Exchange Agent (as defined in Section 1.71.8) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Snap Appliances Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all 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 shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 Paying Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Samples: Merger Agreement (Servidyne, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates or book entry shares representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 Common Capital 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 1.7Sections 1.5 and 1.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital 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 of such shares of Company Common Capital Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
