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 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 outstanding immediately prior to the Effective Time. No further transfer of any such shares of 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 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 2.08.

Appears in 1 contract

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

AutoNDA by SimpleDocs

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 Company Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Capital 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 of such shares of 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 2.082.13.

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 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 outstanding immediately prior to the Effective Time. No further transfer of any such shares of 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 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 2.083.03.

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 Company Capital Stock the 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 outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Capital Stock the Company's 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 Capital Stock the 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 2.081.6.

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 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 outstanding immediately prior to the Effective Time. No further transfer of any such shares of 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 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 2.082.14.

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 Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders 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 Company Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of 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 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 2.081.8.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Semtech 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 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 outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Capital Stock the Company’s 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 Capital Stock the 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 2.081.8.

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 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 Company Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares 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 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 2.081.5 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 Company Capital Stock the 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 outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Capital Stock the Company’s 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 Capital Stock the 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 2.08cancelled.

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 Company Capital Stock the 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 outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Capital Stock the Company’s 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 Capital Stock the Company’s capital stock (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 2.081.8.

Appears in 1 contract

Samples: Registration Rights Agreement (Cavium Networks, Inc.)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of 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 Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Capital 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 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 2.082.13.

Appears in 1 contract

Samples: Agreement and Plan of Merger (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 (“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 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 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 2.081.9.

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 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 outstanding immediately prior to the Effective Time. No further transfer of any such shares 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 2.081.13.

Appears in 1 contract

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

AutoNDA by SimpleDocs

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of Company Capital Stock the 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 outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Capital Stock the Company’s capital stock 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 Company Capital Stock the 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 2.082.4.

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 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 2.081.9.

Appears in 1 contract

Samples: Escrow Agreement (Egain Communications 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 outstanding immediately prior to the Effective Time. No further transfer of any such shares 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 2.081.12.

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 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 Company Ordinary Shares and Company Preferred Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Capital Stock 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 of such shares of Company Capital Stock Ordinary Shares or Company Preferred Shares outstanding immediately prior to the 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 2.081.5 and Section 1.7.

Appears in 1 contract

Samples: Voting Agreement (Inotek Pharmaceuticals Corp)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of Company Capital Stock the 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 outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Capital Stock the Company’s 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 Shares of Company Capital Stock the 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 2.081.8.

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 Company Capital Stock the 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 outstanding immediately prior to the Effective Time. No further transfer of any such shares of 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 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 2.08canceled.

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 Company Capital Stock Certificates that were outstanding immediately prior to the Effective Time shall cease to have any rights as 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 outstanding immediately prior to the Effective Time. No further transfer of any such shares 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 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 2.081.11.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WEB.COM Group, Inc.)

Closing of the Company’s Transfer Books. At the Effective Time, holders of certificates representing shares of Company Capital Stock the 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 outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Capital Stock the Company's 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 Capital Stock the 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 2.081.8.

Appears in 1 contract

Samples: Escrow and Indemnity Agreement (Vertel Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.