Closing of the Company’s Transfer Books. At the Effective Time: (a) all holders of certificates representing Company Shares and all holders of Book Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of the Company, and (b) the share transfer books of the Company shall be closed with respect to all Company Shares outstanding immediately prior to the Effective Time. No further transfer of any such Company Shares shall be made on such share transfer books after the Effective Time other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, a valid certificate previously representing any Company Shares (a “Company Share Certificate”) is presented to the Paying Agent or to the Surviving Company or Parent, such Company Share Certificate shall be canceled and shall be exchanged as provided in Section 2.6.
Appears in 4 contracts
Samples: Merger Agreement (NCR Corp), Merger Agreement (Retalix LTD), Merger Agreement (Retalix LTD)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all Company Shares outstanding immediately before the Effective Time shall cease to exist as provided in Section 2.06 and all holders of certificates representing Company Shares and all holders of Book Entry Shares that were outstanding immediately prior to before the Effective Time shall cease to have any rights as shareholders stockholders of the Company, Company except the right to receive the Merger Consideration therefor; and (b) the share stock transfer books of the Company shall be closed with respect to all Company Shares outstanding immediately prior to the Effective TimeShares. No further transfer of any such Company Shares shall be made on such share stock transfer books after the Effective Time other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, a valid certificate previously representing any Company Shares (a “Company Share Stock Certificate”) is presented to the Paying Agent or to Exchange Agent, the Surviving Company Corporation or Parent, such Company Share Stock Certificate shall be canceled and and, if it represents Outstanding Company Shares, shall be exchanged as provided in Section 2.62.08.
Appears in 3 contracts
Samples: Merger Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Neurogen Corp)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all Company Shares outstanding immediately prior to the Effective Time shall cease to exist as provided in Section 2.5 and all holders of certificates representing Company Shares and all holders of Book Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, ; and (b) the share stock transfer books of the Company shall be closed with respect to all Company Shares outstanding immediately prior to the Effective Time. No further transfer of any such Company Shares shall be made on such share stock transfer books after the Effective Time other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such Company Shares (a “"Company Share Stock Certificate”") is presented to the Paying Payment Agent (as defined in Section 2.7(a)) or to the Surviving Company Corporation or Parent, such Company Share Stock Certificate shall be canceled and shall be exchanged as provided in Section 2.62.7.
Appears in 3 contracts
Samples: Merger Agreement (Inverness Medical Innovations Inc), Merger Agreement (Inverness Medical Innovations Inc), Merger Agreement (Inverness Medical Innovations Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all Company Shares outstanding immediately prior to the Effective Time shall cease to exist as provided in Section 2.5 and all holders of certificates representing Company Shares and all holders of Book Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders stockholders of the Company, ; and (b) the share stock transfer books of the Company shall be closed with respect to all Company Shares outstanding immediately prior to the Effective Time. No further transfer of any such Company Shares shall be made on such share stock transfer books after the Effective Time other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such Company Shares (a “Company Share Stock Certificate”) is presented to the Paying Payment Agent (as defined in Section 2.7(a)) or to the Surviving Company Corporation or Parent, such Company Share Stock Certificate shall be canceled and shall be exchanged as provided in Section 2.62.7.
Appears in 3 contracts
Samples: Merger Agreement (Biosite Inc), Merger Agreement (Beckman Coulter Inc), Merger Agreement (Biosite Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all holders of certificates representing Company Shares outstanding immediately prior to the Effective Time shall cease to exist as provided in Section 2.5 and all holders of Book Entry certificates previously representing Company Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of the Company, Company Stockholders; and (b) the share stock transfer books of the Company shall be closed with respect to all Company Shares outstanding immediately prior to the Effective Time. No further transfer of any such Company Shares shall be made on such share stock transfer books after the Effective Time other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such Company Shares (a “Company Share Stock Certificate”) is presented to the Paying Agent or to the Surviving Company Corporation or Parent, such Company Share Stock Certificate shall be canceled and shall be exchanged as provided in Section 2.62.7.
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Closing of the Company’s Transfer Books. At the Effective Time: (a) all holders of certificates representing Company Ordinary Shares outstanding immediately prior to the Effective Time shall be treated in accordance with Section 1.5(a), and all holders of Book Entry Company Ordinary Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of the Company, ; and (b) the share transfer books of the Company shall be closed with respect to all Company Ordinary Shares outstanding immediately prior to the Effective Time. No further transfer of any such Company Ordinary Shares shall be made on such share transfer books after the Effective Time other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, a valid certificate previously representing any Company Ordinary Shares outstanding immediately prior to the Effective Time (a “Company Share Certificate”) is presented to the Paying Agent or to the Surviving Company or Parent, such Company Share Certificate shall be canceled and shall be exchanged as provided in Section 2.6Sections 1.5 and Section 1.8(b).
Appears in 1 contract
Samples: Merger Agreement (SciSparc Ltd.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all holders of certificates representing Company Shares and all holders of Book Entry Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares other than as shareholders of provided herein (including the Company, right to receive the Merger Consideration provided in Section 2.5(a)(iii)) or by applicable Legal Requirements; and (b) the share stock transfer books of the Company shall be closed with respect to all Company Shares outstanding immediately prior to the Effective Time. No further transfer of any such Company Shares shall be made on such share stock transfer books after the Effective Time other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, a valid certificate previously representing any Company Shares Share (a “Company Share Stock Certificate”) is properly presented to the Paying Agent (as defined in Section 2.7) or to the Surviving Company Corporation or Parent, such Company Share Stock Certificate shall be canceled and shall be exchanged as provided in Section 2.62.7.
Appears in 1 contract
Samples: Merger Agreement (Intersil Corp/De)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Share Capital outstanding immediately prior to the Effective Time shall be treated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Shares and all holders of Book Entry Shares Share Capital that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of the Company, ; and (b) the share transfer books of the Company shall be closed with respect to all shares of Company Shares Share Capital outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Shares Share Capital shall be made on such share transfer books after the Effective Time other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Shares Share Capital outstanding immediately prior to the Effective Time (a “Company Share Certificate”) is presented to the Paying Exchange Agent or to the Surviving Company or ParentCompany, such Company Share Certificate shall be canceled and shall be exchanged as provided in Section 2.6Sections 1.5 and 1.8.
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Closing of the Company’s Transfer Books. At the Effective Time: (a) all Company Shares outstanding immediately before the Effective Time shall cease to exist as provided in Section 2.06 and all holders of certificates representing Company Shares and all holders of Book Entry Shares that were outstanding immediately prior to before the Effective Time shall cease to have any rights as shareholders stockholders of the Company, Company except the right to receive the applicable Merger Consideration therefor; and (b) the share stock transfer books of the Company shall be closed with respect to all Company Shares outstanding immediately prior to the Effective TimeShares. No further transfer of any such Company Shares shall be made on such share stock transfer books after the Effective Time other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, a valid certificate previously representing any Company Shares (a “Company Share Stock Certificate”) is presented to the Paying Agent or to the Surviving Company Corporation or Parent, such Company Share Stock Certificate shall be canceled and and, if it represents Outstanding Company Shares, shall be exchanged as provided in Section 2.62.08.
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