Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 (a "Company Stock Certificate") is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.8.
Appears in 3 contracts
Samples: Merger Agreement (Copper Mountain Networks Inc), Agreement and Plan of Merger and Reorganization (Qualcomm Inc/De), Merger Agreement (Microtune Inc)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such outstanding shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.8.
Appears in 3 contracts
Samples: Merger Agreement (Quest Software Inc), Merger Agreement (Quest Software Inc), Merger Agreement (Quest Software Inc)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company Common Stock and Company Preferred Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company Common Stock or Company Preferred Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of capital stock of Company Common Stock or Company Preferred Stock outstanding immediately prior to the Company Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.8Sections 1.5 and 1.7.
Appears in 2 contracts
Samples: Merger Agreement (Telik Inc), Merger Agreement (Tranzyme Inc)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company that were outstanding as of immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, except the right to receive any Closing Per Share Consideration as set forth in this Agreement, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding as of immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.11.
Appears in 2 contracts
Samples: Merger Agreement (Applied Micro Circuits Corp), Merger Agreement (Applied Micro Circuits Corp)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "Company Stock Certificate") is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Axys Pharmecueticals Inc), Agreement and Plan of Merger and Reorganization (Dna Sciences Inc)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Surviving Corporation Company or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.9.
Appears in 2 contracts
Samples: Merger Agreement (Poseida Therapeutics, Inc.), Merger Agreement (Poseida Therapeutics, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 (a "Company Stock Certificate") is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Aurora Biosciences Corp), Merger Agreement (Vitesse Semiconductor Corp)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company's capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company's capital stock of the Company shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of the Company's capital stock of the Company (a "Company Stock Certificate") is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and and, if such certificate represents shares of Senior Preferred Stock, shall be exchanged as provided in Section 1.81.9.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, 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 shareholders of the Company, and the stock share 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 of such shares of capital stock of the Company Common Stock (a "“Company Stock Certificate"”) is presented to the Surviving Corporation Company or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.82.13.
Appears in 1 contract
Samples: Merger Agreement (Universal Truckload Services, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company (a "Company Stock Certificate") Certificate is presented to the Surviving Corporation or Parent, the shares of Company Capital Stock formerly represented by such Company Stock Certificate shall be canceled and shall be exchanged for shares of Parent Common Stock, as provided in Section 1.81.5 and 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company that were outstanding immediately prior to the Effective Time Stockholders shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company’s capital stock of the Company shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of the Company’s capital stock of the Company (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.8.
Appears in 1 contract
Samples: Merger Agreement (Micronetics Inc)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.8.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company's capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company's capital stock of the Company shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of
5. such shares of the Company's capital stock of the Company (a "Company Stock Certificate") is presented to the Surviving Corporation or ParentTTIS, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.8.
Appears in 1 contract
Samples: Merger Agreement (Titan Corp)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company’s capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company’s capital stock of the Company shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of the Company’s capital stock of the Company (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.8cancelled.
Appears in 1 contract
Samples: Merger Agreement (Ipass Inc)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company Ordinary Shares and Company Preferred Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company Ordinary Shares or Company Preferred 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 capital stock of Company Ordinary Shares or Company Preferred Shares outstanding immediately prior to the Company Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7(a)) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.5 and Section 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Inotek Pharmaceuticals Corp)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders the Company Stockholders (other than the right to receive the applicable portion of the CompanyMerger Consideration pursuant to Section 1.6 or, in the case of Dissenting Shares, such rights as provided for under the DGCL), and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "“Company Stock Share Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Share Certificate shall be canceled cancelled and shall be exchanged as provided in Section 1.81.14.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged cancelled as provided in Section 1.82.14.
Appears in 1 contract
Samples: Merger Agreement (TigerLogic CORP)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of Company Shareholders, except the Company, right to receive the Merger Consideration and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled cancelled and shall be exchanged as provided in Section 1.8.
Appears in 1 contract
Samples: Merger Agreement (Semtech Corp)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the such Company Shares (a "“Company Stock Certificate"”) is presented to the Surviving Corporation Entity or Parent, such Company Stock Certificate shall be canceled and and, if applicable, shall be exchanged as provided in Section 1.82.13.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Logan's Roadhouse of Kansas, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.82.08.
Appears in 1 contract
Samples: Merger Agreement (Care.com Inc)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.13.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company’s capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company’s capital stock of the Company shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of the Company’s capital stock of the Company (a "“Company Preferred Stock Certificate"”) is presented to the Surviving Corporation Entity or Parent, such Company Preferred Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.8.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 Capital Stock (a "Company Stock Certificate") is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.9.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.9.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company’s capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company’s capital stock of the Company shall be made on such stock transfer books after the Effective Time. If, after After the Effective Time, a each valid certificate previously representing any of such shares of the Company’s capital stock of the Company (a "Company Stock “Certificate"”) is presented to the Surviving Corporation Company or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.82.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Livongo Health, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company’s capital stock of the Company that were outstanding immediately prior to the Effective Time (“Company Capital Stock”) shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and (solely with respect to Company Stock Certificates evidencing shares of Company Series E-1 Preferred Stock (“Company Series E-1 Preferred Stock Certificates”)) shall be exchanged as provided in Section 1.81.10.
Appears in 1 contract
Samples: Merger Agreement (Broadsoft Inc)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.9.
Appears in 1 contract
Samples: Merger Agreement (Clarient, Inc)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders Stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.83.03.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.12.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Stock Certificates that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the CompanyCompany except as otherwise provided in this Agreement or by applicable Legal Requirements, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company (a "Company Stock Certificate") Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.11.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and and, if applicable, shall be exchanged as provided in Section 1.82.13.
Appears in 1 contract
Samples: Merger Agreement (Bankrate, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company's capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders Shareholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company's capital stock of the Company shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of the Company's capital stock of the Company (a "Company Stock Certificate") is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.6.
Appears in 1 contract
Samples: Merger Agreement (Titan Corp)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company’s capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company’s capital stock of the Company 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 Shares of the Company’s capital stock of the Company (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or ParentParent or the Exchange Agent, such Company Stock Certificate shall be surrendered and canceled and shall be exchanged as provided in Section 1.8.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company’s capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company’s capital stock of the Company shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of the Company’s capital stock of the Company (a "“Company Stock Certificate"”) is presented to the Surviving Corporation Entity or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.9.
Appears in 1 contract
Samples: Merger Agreement (Sbe Inc)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.82.08.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company's capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company's capital stock of the Company shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of the Company's capital stock of the Company (a "Company Stock Certificate") is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as to the extent provided in Section 1.8.
Appears in 1 contract
Samples: Merger Agreement (Vertel Corp)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company’s capital stock of the Company that were outstanding immediately prior to the Effective Time (“Company Capital Stock”) shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 capital stock of the Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.8canceled.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company's capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company's capital stock of the Company shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of the Company's capital stock of the Company (a "Company Stock Certificate") is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.9.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Rogue Wave Software Inc /Or/)
Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of capital stock of the Company that were outstanding immediately prior to the Effective Time (“Company Stock Certificates”) shall cease to have any rights as shareholders stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company 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 (a "Company Stock Certificate") Certificate is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.81.9.
Appears in 1 contract