Common use of Closing of the Company’s Transfer Books Clause in Contracts

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as 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 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 1.9.

Appears in 1 contract

Samples: Escrow Agreement (Egain Communications Corp)

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Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock that were outstanding immediately prior to the Effective Time Stockholders shall cease to have any rights as 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 Capital Stock Company’s 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 1.91.8.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Micronetics Inc)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as 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 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 1.92.08.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Care.com Inc)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders 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 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 1.93.03.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eresearchtechnology Inc /De/)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as 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 the such Company Capital Stock 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 1.92.13.

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 the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as 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 the Company Capital Stock (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 1.91.5 and 1.7.

Appears in 1 contract

Samples: Escrow Agreement (MergeWorthRx Corp.)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as 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 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 1.91.12.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock Company's capital stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders 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 Capital Stock Company's 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 to the extent provided in Section 1.91.8.

Appears in 1 contract

Samples: Escrow and Indemnity Agreement (Vertel 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 (“Company Stock Certificates”) shall cease to have any rights as 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 the Company Capital Stock (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 1.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Nile Therapeutics, Inc.)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock Company’s capital stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as 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 Capital Stock Company’s 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 1.92.4.

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 capital stock of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as 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 1.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Clarient, Inc)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock Company’s capital stock that were outstanding immediately prior to the Effective Time (“Company Capital Stock”) shall cease to have any rights as 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 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 1.9canceled.

Appears in 1 contract

Samples: Packet Island Merger Agreement (Broadsoft Inc)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as 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 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 1.92.13.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bankrate, Inc.)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as 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 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 1.91.8.

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Dot Hill Systems Corp)

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Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock Company's capital stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders 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 Capital Stock Company's 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 1.91.6.

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Titan Corp)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock Company’s capital stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as 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 Capital Stock Company’s 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 1.9cancelled.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ipass Inc)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as 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 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 1.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Blue Martini Software Inc)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as 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 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 1.92.14.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TigerLogic CORP)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock Company’s capital stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders 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 Capital Stock Company’s capital stock (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 1.91.8.

Appears in 1 contract

Samples: Agreement and Plan (Edgewater Technology Inc/De/)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock Company's capital stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as 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 Capital Stock Company's 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 1.9.

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 the Company Capital Stock Company's capital stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders 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 Capital Stock Company's capital stock (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 1.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Photon Dynamics Inc)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as 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 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 1.91.13.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lawson Software, Inc.)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of the Company Capital Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders 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 the Company Capital 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 1.92.13.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Universal Truckload Services, Inc.)

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