Closing of Transfer Books. From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company shall thereafter be made. From and after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common Shares or Outstanding Series A-1 Shares immediately prior to the Effective Time shall cease to have any rights with respect to such Outstanding Common Shares or Outstanding Series A-1 Shares, except as otherwise provided for in this Agreement or by applicable law.
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Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common certificates representing duly authorized, issued and outstanding Company Shares or Outstanding Series A-1 Shares immediately prior are presented to the Effective Time Surviving Corporation or the Exchange Agent, they shall cease be cancelled and exchanged for the Merger Consideration in accordance herewith (subject to have any rights with respect Section 1.9) and subject to such Outstanding Common Shares or Outstanding Series A-1 applicable law in the case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common Shares or Outstanding Series A-1 Shares immediately prior are presented to the Effective Time Parent or the Surviving Corporation, they shall cease be cancelled and exchanged for Merger Shares in accordance with Section 1.03, subject to have any rights with respect Section 1.04 and to such Outstanding Common Shares or Outstanding Series A-1 applicable law in the case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common Shares or Outstanding Series A-1 Shares immediately prior are presented to the Effective Time Buyer, the Surviving Corporation or the Exchange Agent, they shall cease be cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to have any rights with respect Section 1.11 and to such Outstanding Common Shares or Outstanding Series A-1 applicable law in the case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common Shares or Outstanding Series A-1 Shares immediately prior are presented to the Effective Time Surviving Corporation, the Parent or the Exchange Agent, they shall cease be canceled and exchanged for Merger Consideration in accordance with Sections 1.5(a) and (b), subject to have any rights with respect to such Outstanding Common applicable law in the case of Company Shares or Outstanding Series A-1 Shares, except as otherwise provided for in this Agreement or held by applicable lawDissenting Stockholders.
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Samples: Merger Agreement (Kurzweil Applied Intelligence Inc /De/)
Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common Shares or Outstanding Series A-1 Shares immediately prior are presented to the Effective Time Surviving Corporation or the Exchange Agent, they shall cease be cancelled and exchanged for the Merger Consideration in accordance with Section 1.5(a), subject to have any rights with respect to such Outstanding Common Shares or Outstanding Series A-1 applicable law in the case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common Shares or Outstanding Series A-1 Shares immediately prior are presented to the Effective Time Surviving Corporation or the Exchange Agent, they shall cease be cancelled and exchanged for Merger Consideration in accordance with Section 1.5, subject to have any rights with respect Section 1.11 and to such Outstanding Common Shares or Outstanding Series A-1 applicable law in the case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common certificates representing Company Shares or Outstanding Series A-1 Shares immediately prior are presented to the Effective Time Parent, they shall cease to have any rights be cancelled and exchanged for Exchange Shares in accordance with respect to such Outstanding Common Shares or Outstanding Series A-1 Shares, except as otherwise provided for in this Agreement or by applicable lawSections 1.1(a) above 1.3(d) above.
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Samples: Share Exchange Agreement (Neonc Technologies Holdings, Inc.)
Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Stock shall thereafter be made. From and If, after the Effective Time, Company Stock Certificates are presented to Parent, the holders of Certificates evidencing ownership of Outstanding Common Parent’s transfer agent, or the Surviving Corporation, they shall be cancelled and exchanged for Merger Shares or Outstanding Series A-1 Shares immediately prior in accordance with Section 1.6, subject to the Effective Time shall cease to have any rights with respect to such Outstanding Common Shares or Outstanding Series A-1 provisions hereof and applicable Law in the case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common Shares or Outstanding Series A-1 Shares immediately prior are presented to the Effective Time Buyer, the Surviving Corporation or the Exchange Agent, they shall cease be cancelled and exchanged for Initial Merger Shares in accordance with Section 1.5, subject to have any rights with respect Section 1.11 and to such Outstanding Common Shares or Outstanding Series A-1 applicable law in the case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common Shares or Outstanding Series A-1 Shares immediately prior are presented to the Effective Time Parent or the Surviving Corporation, they shall cease be cancelled and exchanged for Initial Shares in accordance with Section 1.03, subject to have any rights with respect Section 1.04 and to such Outstanding Common Shares or Outstanding Series A-1 applicable law in the case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Samples: Merger Agreement (CMSF Corp)
Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, Certificates are presented to the holders of Certificates evidencing ownership of Outstanding Common Parent or the Surviving Corporation, they shall be cancelled and exchanged for Initial Shares or Outstanding Series A-1 Shares immediately prior shares of Parent Common Stock in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the Effective Time shall cease to have any rights with respect to such Outstanding Common Shares or Outstanding Series A-1 case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common Shares or Outstanding Series A-1 Shares immediately prior are presented to the Effective Time Buyer, the Surviving Corporation or the Paying Agent, they shall cease be cancelled and exchanged for a portion of the Base Merger Consideration payable in accordance with Section 1.6(b), subject to have any rights with respect Section 1.11 and to such Outstanding Common Shares or Outstanding Series A-1 applicable law in the case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common certificates formerly representing Company Shares or Outstanding Series A-1 Shares immediately prior are presented to the Effective Time Buyer or the Surviving Corporation, they shall cease be cancelled and exchanged for the Merger Consideration in accordance with and to have any rights with respect the extent provided by Section 1.5, subject to such Outstanding Common Shares or Outstanding Series A-1 Section 1.8 and to applicable law in the case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common certificates formerly representing Company Shares or Outstanding Series A-1 Shares immediately prior are presented to the Effective Time Buyer or the Surviving Corporation, they shall cease be canceled and exchanged for the applicable amounts payable, if any, in respect of such Company Shares pursuant to have any rights with respect Section 1.5, subject to such Outstanding Common Shares or Outstanding Series A-1 the provisions of Article VII and subject further to applicable Law in the case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company and ITD shall be closed and no transfer of any stock of the Company Shares nor ITD Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common Shares or Outstanding Series A-1 Shares immediately prior are presented to the Effective Time Parent or either of the Surviving Corporations, they shall cease be cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to have any rights with respect Section 1.9 and to such Outstanding Common Shares or Outstanding Series A-1 applicable law in the case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Samples: Merger Agreement (GoFish Corp.)
Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common Shares Certificates, Notes or Outstanding Series A-1 Shares immediately prior Warrants are presented to the Effective Time Buyer, the Surviving Corporation or the Exchange Agent, they shall cease be cancelled and exchanged for Closing Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to have any rights with respect Sections 1.5(e) and 1.10 and to such Outstanding Common Shares or Outstanding Series A-1 applicable law in the case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common formerly representing Shares or Outstanding Series A-1 Shares immediately prior Company Options or the right to the Effective Time shall cease to have any rights with respect to such Outstanding Common acquire Shares or Outstanding Series A-1 SharesCompany Options effective at the Closing are presented to Parent or the Surviving Corporation, except as otherwise provided they shall be cancelled and exchanged for the right to receive a portion of the Merger Consideration in this Agreement or by applicable lawaccordance with Section 2.1.
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Samples: Merger Agreement (Equifax Inc)
Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common Shares or Outstanding Series A-1 Shares immediately prior are presented to the Effective Time Buyer, the Surviving Corporation or the Exchange Agent, they shall cease be cancelled and exchanged for the applicable Merger Consideration in accordance with Section 1.5, subject to have any rights with respect Section 1.10 and to such Outstanding Common Shares or Outstanding Series A-1 applicable law in the case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Samples: Merger Agreement (TechTarget Inc)
Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, certificates are presented to Engage, the holders Surviving Corporation or the Exchange Agent, they shall be canceled and exchanged for Merger Shares in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of Certificates evidencing ownership of Outstanding Common Shares or Outstanding Series A-1 Shares immediately prior to the Effective Time shall cease to have any rights with respect to such Outstanding Common Shares or Outstanding Series A-1 Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Samples: Merger Agreement (Engage Inc)
Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Common certificates formerly representing Company Shares or Outstanding Series A-1 Shares immediately prior are presented to the Effective Time Buyer or the Surviving Corporation, they shall cease be cancelled and exchanged for the Merger Consideration, if any, in accordance with Section 1.5, subject to have any rights with respect Sections 1.8, and 1.10, and to such Outstanding Common Shares or Outstanding Series A-1 applicable Law in the case of Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
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Samples: Merger Agreement (I Many Inc)
Closing of Transfer Books. From and after At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any stock of the Company Shares shall thereafter be made. From and If, after the Effective Time, certificates formerly representing Company Shares are presented to Buyer or the holders Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration in accordance with Section 2.2, subject to Section 2.3 and to applicable Law in the case of Certificates evidencing ownership of Outstanding Common Shares or Outstanding Series A-1 Shares immediately prior to the Effective Time shall cease to have any rights with respect to such Outstanding Common Shares or Outstanding Series A-1 Dissenting Shares, except as otherwise provided for in this Agreement or by applicable law.
Appears in 1 contract
Samples: Merger Agreement (CDC Corp)