Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made.
Appears in 18 contracts
Samples: Merger Agreement (Medicines Co /De), Merger Agreement (Goldfield Corp), Merger Agreement (Goldfield Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged for a check in the proper amount pursuant to this Article II.
Appears in 12 contracts
Samples: Merger Agreement (ProSight Global, Inc.), Merger Agreement (Ness Technologies Inc), Merger Agreement (W R Grace & Co)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the case of Dissenting Shares.
Appears in 11 contracts
Samples: Merger Agreement (Tactical Air Defense Services, Inc.), Merger Agreement (Solar Energy Initiatives, Inc.), Merger Agreement (Critical Digital Data, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Company Stock shall thereafter be made. If, after the Effective Time, Company Stock Certificates are presented to the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to the provisions hereof and applicable Law in the case of Dissenting Shares.
Appears in 8 contracts
Samples: Merger Agreement (Brain Scientific Inc.), Merger Agreement (Amesite Operating Co), Merger Agreement (Peninsula Acquisition Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfer further registration of transfers of Shares shall thereafter be madeon the records of the Company.
Appears in 7 contracts
Samples: Merger Agreement, Merger Agreement (Fitbit, Inc.), Merger Agreement (Astea International Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the case of Dissenting Shares.
Appears in 6 contracts
Samples: Merger Agreement (Crownbutte Wind Power, Inc.), Merger Agreement (Modigene Inc.), Merger Agreement (Nevada Gold Holdings, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made.
Appears in 6 contracts
Samples: Merger Agreement (Berkshire Realty Co Inc /De), Merger Agreement (Berkshire Realty Co Inc /De), Merger Agreement (Berkshire Realty Co Inc /De)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Company Common Stock or Company Preferred Stock shall thereafter be made. If, after the Effective Time, Company Stock Certificates are presented to the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to the provisions hereof and applicable Law in the case of Dissenting Shares.
Appears in 6 contracts
Samples: Merger Agreement (ViewRay, Inc.), Merger Agreement (ViewRay, Inc.), Agreement and Plan of Merger and Reorganization (Akoustis Technologies, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.
Appears in 5 contracts
Samples: Merger Agreement (Hallwood Group Inc), Merger Agreement (Hallwood Trust /Tx/), Merger Agreement (Court Square Capital Partners II LP)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.5(a), subject to applicable law in the case of Dissenting Shares.
Appears in 5 contracts
Samples: Merger Agreement (Trusted Information Systems Inc), Merger Agreement (Rotary Power International Inc), Merger Agreement (Access Beyond Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.8, subject to applicable law in the case of Dissenting Shares.
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (Boldface Group, Inc.), Merger Agreement (Organovo Holdings, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no transfer further registration of transfers of Common Shares outstanding immediately prior to the Effective Time thereafter on the records of the Company. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Surviving Corporation or the Paying Agent for any reason, they shall thereafter be mademarked canceled and exchanged as provided in this Article IV.
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (Calpine Corp), Merger Agreement (Omnicare Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the transfer books of the Surviving Company of the Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Company Book-Entry Shares are presented to the Surviving Company or the Exchange Agent for any reason, they shall thereafter be madecancelled and exchanged as provided in this Section 2.3, except as otherwise provided by Section 2.1(e).
Appears in 4 contracts
Samples: Merger Agreement (Applera Corp), Merger Agreement (Invitrogen Corp), Merger Agreement (Applera Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged for the proper amount pursuant to and subject to the requirements of this Article III.
Appears in 4 contracts
Samples: Merger Agreement (Bankrate, Inc.), Merger Agreement (Bankrate Inc), Merger Agreement (Bankrate Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged as provided in this Article III.
Appears in 4 contracts
Samples: Merger Agreement (Titanium Asset Management Corp), Merger Agreement (X Rite Inc), Merger Agreement (Stealth Acquisition Corp.)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Common Stock or Preferred Stock shall thereafter be made. From and after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Shares immediately prior to the Effective Time shall cease to have any rights with respect to such Outstanding Shares, except as otherwise provided for in this Agreement or by Applicable Law.
Appears in 4 contracts
Samples: Merger Agreement (Realpage Inc), Merger Agreement (Realpage Inc), Merger Agreement (Applera Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Company Stock shall thereafter be made. If, after the Effective Time, certificates formerly representing Company Stock are presented to Buyer or the Surviving Corporation, they shall be cancelled.
Appears in 4 contracts
Samples: Merger Agreement (CDC Software CORP), Merger Agreement (CDC Corp), Merger Agreement (CDC Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Company Shares Certificates are presented to the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to the provisions hereof and applicable Law in the case of Dissenting Shares.
Appears in 4 contracts
Samples: Merger Agreement (Lomond Therapeutics Holdings, Inc.), Merger Agreement (Laffin Acquisition Corp.), Merger Agreement (Aeluma, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock shall thereafter be made. If, after the Effective Time, Certificates are presented to Parent, they shall be cancelled and exchanged as provided in this Article II.
Appears in 4 contracts
Samples: Merger Agreement (Inacom Corp), Merger Agreement (Conagra Inc /De/), Merger Agreement (International Home Foods Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares or Company Stock Options that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged as provided in this Article II.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Silverleaf Resorts Inc), Agreement and Plan of Merger (Silverleaf Resorts Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers of the Shares on the stock transfer books of Shares shall thereafter be madethe Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Verso Paper Corp.), Merger Agreement (NewPage Holdings Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registrations of transfer on the stock transfer books of the Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificate is presented to the Surviving Corporation, Parent or the Paying Agent for transfer, it shall thereafter be madecancelled and exchanged for the cash amount in immediately available funds to which the holder thereof is entitled pursuant to this Article II.
Appears in 3 contracts
Samples: Merger Agreement (Echo Global Logistics, Inc.), Merger Agreement (Con-Way Inc.), Merger Agreement (XPO Logistics, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Company Common Stock shall thereafter be made.
Appears in 3 contracts
Samples: Merger Agreement (Icon PLC), Merger Agreement (PRA Health Sciences, Inc.), Merger Agreement (Icon PLC)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares.
Appears in 3 contracts
Samples: Merger Agreement (U.S. Rare Earth Minerals, Inc), Merger Agreement (First Harvest Corp.), Merger Agreement (Mesa Energy Holdings, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article III.
Appears in 3 contracts
Samples: Merger Agreement (Span America Medical Systems Inc), Agreement and Plan of Merger (Dionex Corp /De), Merger Agreement (Thermo Fisher Scientific Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the case of Dissenting Shares.
Appears in 3 contracts
Samples: Merger Agreement (Be Free Inc), Merger Agreement (Network Engines Inc), Merger Agreement (Mac Worldwide Inc)
Closing of Transfer Books. At From and after the Effective Time, Time the stock transfer books of the Company shall be closed and no transfer of Shares any capital stock of the Company shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Cash Consideration as provided in Section 2.1 and in this Section 2.2.
Appears in 3 contracts
Samples: Merger Agreement (Lyonnaise American Holding Inc Et Al), Merger Agreement (United Water Resources Inc), Merger Agreement (United Water Resources Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the transfer books of Shares the Surviving Company of the Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Company or the Exchange Agent for any reason, they shall thereafter be madecancelled and exchanged as provided in this Section, except as otherwise provided by Section 2.1(e).
Appears in 3 contracts
Samples: Merger Agreement (Alltel Corp), Merger Agreement (Stanton John W), Merger Agreement (Western Wireless Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged for the proper amount pursuant to and subject to the requirements of this Article II.
Appears in 3 contracts
Samples: Merger Agreement (Dollar General Corp), Merger Agreement (Alltel Corp), Merger Agreement (PharmaNet Development Group Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5(a), subject to Section 1.9.
Appears in 3 contracts
Samples: Merger Agreement (Shepro Robert C), Merger Agreement (Professional Detailing Inc), Merger Agreement (Security Dynamics Technologies Inc /De/)
Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Parent or the Exchange Agent, they shall be canceled and exchanged for Merger Consideration in accordance with Section 1.5.
Appears in 2 contracts
Samples: Merger Agreement (Lernout & Hauspie Speech Products Nv), Merger Agreement (Lernout & Hauspie Speech Products Nv)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Company Common Stock shall thereafter be made.
Appears in 2 contracts
Samples: Merger Agreement (Theglobe Com Inc), Merger Agreement (Theglobe Com Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged in accordance with and subject to the procedures set forth in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wj Communications Inc), Merger Agreement (Triquint Semiconductor Inc)
Closing of Transfer Books. At the Effective Time, the stock equity transfer books of the Company shall be closed closed, and no transfer of Shares Company Stock shall thereafter be mademade thereafter.
Appears in 2 contracts
Samples: Merger Agreement (Aptera Motors Corp), Merger Agreement (Aptera Motors Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.
Appears in 2 contracts
Samples: Merger Agreement (Egl Inc), Merger Agreement (Crane James R)
Closing of Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Date and there shall be no transfer further registration of Shares shall transfers of shares of the Company thereafter be madeon the records of the Company.
Appears in 2 contracts
Samples: Share Exchange Agreement (Cherubim Interests, Inc.), Share Exchange Agreement (Vican Resources, Inc.)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no registration of any transfer of Shares any capital stock of the Company shall thereafter be mademade in the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Energy East Corp), Merger Agreement (Central Maine Power Co)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of Shares the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be made.cancelled and exchanged for a check in the proper amount pursuant to this ARTICLE I.
Appears in 2 contracts
Samples: Merger Agreement (American Capital Strategies LTD), Merger Agreement (Merisel Inc /De/)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed closed, and there will be no further registration of transfers on the stock transfer books of the Company or the Surviving Corporation of the Shares shall thereafter that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Book-Entry Shares are presented to the Surviving Corporation for transfer, they will be madecancelled and exchanged for a check in the proper amount pursuant to this Article II.
Appears in 2 contracts
Samples: Merger Agreement (Eastman Chemical Co), Agreement and Plan of Merger (TAMINCO Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no transfer further registration of transfers of the Common Shares shall outstanding immediately prior to the Effective Time thereafter be madeon the records of the Company.
Appears in 2 contracts
Samples: Merger Agreement (American General Corp /Tx/), Merger Agreement (American General Corp /Tx/)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged for the relevant Merger Consideration pursuant to this Article II.
Appears in 2 contracts
Samples: Merger Agreement (McClatchy Co), Merger Agreement (Knight Ridder Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be mademarked “cancelled” and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.
Appears in 2 contracts
Samples: Merger Agreement (Goldman Sachs Group Inc/), Merger Agreement (Waste Industries Usa Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation, Parent or the Paying Agent for transfer or any other reason, they shall thereafter be madecancelled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Merger Agreement (Arotech Corp), Merger Agreement (Tower International, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfer further registration of Shares shall transfers of any shares of the capital stock of Company thereafter be madeon its records.
Appears in 2 contracts
Samples: Merger Agreement (Starbase Corp), Merger Agreement (Starbase Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company Lafite shall be closed and no transfer of Shares shall thereafter be made.
Appears in 2 contracts
Samples: Merger Agreement (Teladoc Health, Inc.), Agreement and Plan of Merger (Livongo Health, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of the Company’s capital stock shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfer further registration of transfers of Common Shares shall thereafter be madeon the records of the Company.
Appears in 1 contract
Samples: Merger Agreement (GP Investments Acquisition Corp.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and no transfer of Company Shares shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Stock shall thereafter be made.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Exigent International Inc)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company XXX shall be closed and no transfer of Shares any capital stock of XXX shall thereafter be made.
Appears in 1 contract
Samples: Merger Agreement (Rotate Black Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the transfer books of the Surviving Company of the Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book Entry Shares are presented to the Surviving Company or the Paying Agent for any reason, they shall thereafter be madecanceled and exchanged as provided in this Article II, except as otherwise provided by Law.
Appears in 1 contract
Samples: Merger Agreement (Samsonite Corp/Fl)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Outstanding Shares shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation, Parent or the Paying Agent for transfer or any other reason, they shall thereafter be madecancelled and exchanged as provided in this Article II, except as otherwise provided by Law.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Outstanding Common Shares shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation or by book-entry of the Shares, other than transfers that occurred before the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for any reason, they shall thereafter be madecancelled and exchanged for a check in the proper amount pursuant to this Article III.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shall thereafter be madethat were outstanding as of immediately prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Interactive Intelligence Group, Inc.)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares any Company Common Stock shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, any demand for such a transfer is made to the Buyer, the Surviving Corporation or the Paying Agent, the Company Shares formerly owned by such Company Stockholder shall be cancelled and exchanged for the Applicable Specified Consideration (at the times, and on the terms and conditions, set forth in this Agreement), subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Closing of Transfer Books. At After the Effective Time, the stock transfer books of the Company shall be closed closed, and no transfer of Company Shares shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registrations of transfer on the stock transfer books of the Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificate is presented to the Surviving Corporation, Parent or the Exchange Agent for transfer, it shall thereafter be madecancelled and exchanged for the cash amount in immediately available funds to which the holder thereof is entitled pursuant to this Article II.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shall thereafter be madethat were outstanding immediately prior to the Effective Time.
Appears in 1 contract
Closing of Transfer Books. At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged for a check in the proper amount pursuant to this Article 2.
Appears in 1 contract
Samples: Merger Agreement (BMP Sunstone CORP)
Closing of Transfer Books. At On the Effective Time, the stock transfer books book of the Company shall be deemed to be closed and no transfer of Subject Shares shall thereafter be maderecorded thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GenuTec Business Solutions, Inc.)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Common Stock shall thereafter be made. From and after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Shares and Rollover Shares immediately prior to the Effective Time shall cease to have any rights with respect to such Outstanding Shares and Rollover Shares, except as otherwise provided for herein or by applicable law.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be made.cancelled and exchanged for a check in the proper amount pursuant to this Article I.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged for the Merger Consideration to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II.
Appears in 1 contract
Samples: Merger Agreement (Fiserv Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration in accordance with Section 1.5(a), subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be made.cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II. -7-
Appears in 1 contract
Samples: Merger Agreement (Egl Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and no transfer of Shares shall thereafter be made.
Appears in 1 contract
Samples: Merger Agreement (SecureWorks Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock shall thereafter be made.
Appears in 1 contract
Samples: Merger Agreement (Vivakor, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they shall thereafter be madecancelled and exchanged for a check in the proper amount pursuant to this Article II.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Metro Parent for transfer, they shall thereafter be madecancelled and exchanged for a check in the proper amount pursuant to this Article II.
Appears in 1 contract
Samples: Merger Agreement (RCN Corp /De/)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this ARTICLE II.
Appears in 1 contract
Samples: Merger Agreement (Kinder Morgan Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged for a check in the proper amount pursuant to and in accordance with the procedures of this Article II.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Common Shares shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At On the Effective TimeDate, the stock transfer books book of the Company Acquisition Entities shall be deemed to be closed and no transfer of the Exchange Shares shall thereafter be maderecorded thereon.
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Samples: Merger Agreement (Sars Corp.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Company Common Stock (as defined below) shall thereafter be made.
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Closing of Transfer Books. At As of the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are validly presented to the Surviving Corporation or the Paying Agent for transfer or any other reason, they shall thereafter be madecancelled and exchanged for the Merger Consideration as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Varian Medical Systems Inc)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books book of the Company shall be closed and no transfer of Shares any capital stock of the Company shall thereafter be made. If, after the Effective Time, Certificates are presented to the Company, they shall be cancelled and exchanged for certificates representing the appropriate number of Parent Shares, as provided in this Section 2.3.
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Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares (as defined below) shall thereafter be made.
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Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Common Stock or Preferred Stock shall thereafter be made. From and after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Shares immediately prior to the Effective Time shall cease to have any rights with respect to such Outstanding Shares, except as otherwise provided for in this Agreement or by Applicable Laws.
Appears in 1 contract
Samples: Merger Agreement (SolarWinds, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfer further registration of transfers of Common Shares shall or Preferred Shares thereafter be madeon the records of the Company.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged for a check in the proper amount pursuant to this Article III.
Appears in 1 contract
Samples: Merger Agreement (Respironics Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no transfer further registration of transfers of the Common Shares shall outstanding immediately prior to the Effective Time thereafter be madeon the records of the Company other than with respect to Retained Shares.
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Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Stock shall thereafter be made.
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Samples: Plan of Reorganization and Agreement of Merger (First New England Dental Centers Inc)
Closing of Transfer Books. At the First Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfer further registration of Shares shall transfers of Capital Stock thereafter be madeon the records of the Company.
Appears in 1 contract
Samples: Merger Agreement (GP Investments Acquisition Corp.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificate or Book-Entry Share is presented to the Surviving Corporation, Parent or the Paying Agent for transfer, they shall thereafter be mademarked “cancelled” and exchanged for a payment in the proper amount pursuant to and subject to the requirements of this ARTICLE 2.
Appears in 1 contract
Samples: Merger Agreement (Wca Waste Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock shall thereafter be made.
Appears in 1 contract
Samples: Merger Agreement (Ergobilt Inc)
Closing of Transfer Books. At From and after the Effective TimeDate, the stock transfer books of the Company Corporation shall be closed and no transfer of Shares shares of the Corporation’s Stock shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Company or the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for transfer, they shall thereafter be madecancelled and exchanged for the relevant Merger Consideration pursuant to this Article II.
Appears in 1 contract
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Common Stock shall thereafter be made. From and after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Shares immediately prior to the Effective Time shall cease to have any rights with respect to such Outstanding Shares, except as otherwise provided for in this Agreement or by Applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Ecolab Inc)
