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: Agreement and Plan of Merger and Reorganization (Mac Worldwide Inc), Agreement and Plan of Merger (Network Engines Inc), Agreement and Plan of Merger (Be Free 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 1.51.5(a), subject to Section 1.9 and to applicable law in the case of Dissenting Shares1.9.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Shepro Robert C), Agreement and Plan of Merger (Professional Detailing Inc), Agreement and Plan of Merger (Security Dynamics Technologies Inc /De/)
Closing of Transfer Books. At or after the Effective Time, there shall be no transfers on the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be madethe shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation, they shall be cancelled canceled and exchanged for Initial Shares the consideration deliverable in respect thereof pursuant to this Agreement in accordance with Section 1.5, subject to Section 1.9 and to applicable law the procedures set forth in the case of Dissenting Sharesthis Article 2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Spartech Corp), Agreement and Plan of Merger (Worth John R), Agreement and Plan of Merger (Alberto Culver 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 Buyer Buyer, the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for Initial Merger Shares in accordance with Section 1.5, subject to Section 1.9 1.12 and to applicable law in the case of Dissenting Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Akamai Technologies Inc), Agreement and Plan of Merger (Akamai Technologies 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 Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled canceled and exchanged for Initial 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 2 contracts
Samples: Agreement and Plan of Merger (Visual Networks Inc), Agreement and Plan of Merger (Visual Networks 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 Buyer, the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.9 1.10 and to applicable law in the case of Dissenting Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unisphere Networks Inc), Loan and Security Agreement (Unisphere Networks 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 of Company Shares Common Stock shall thereafter be mademade thereafter. 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.the
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Morrison Management Specialists Inc), Agreement and Plan of Merger (Yorkmont One 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, 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 1 contract
Samples: Agreement and Plan of Merger (Exe Technologies 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 Entrust, the Buyer Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Section 1.9 1.10 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Entrust Technologies 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 Sections 1.9, 1.10 and 1.11 and 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 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 1.51.5(a), subject to Section 1.9 and to applicable law in the case of Dissenting Shares1.9.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ss&c Technologies 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 the Merger Consideration in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Closing of Transfer Books. At In the event of a Merger Transaction, ------------------------- 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 certificates formerly representing Company Shares are presented to the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for Initial Shares the applicable Transaction Consideration in accordance with Section 1.51.4, subject to Section 1.9 Sections 1.10 and to applicable law in the case of Dissenting Shares1.11.
Appears in 1 contract
Samples: Purchase Agreement (Kadant 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 of Common Stock of the Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates previously representing shares of Common Stock are presented to the Buyer Surviving Corporation or the Surviving CorporationExchange Agent, they as defined below, such certificates shall be cancelled canceled and exchanged for Initial Shares the Merger Consideration as provided in accordance with Section 1.52.1, subject to Section 1.9 and to applicable law in the case of Dissenting SharesStock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Star Telecommunications Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Shares Common Stock or Company Preferred Stock 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 1.11 and to applicable California 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 transfer books of the Surviving Company Shares shall thereafter be madeof 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 Buyer Surviving Company or the Surviving CorporationPaying Agent for any reason, they shall be cancelled canceled and exchanged for Initial Shares as provided in accordance with Section 1.5this ARTICLE II, subject to Section 1.9 and to applicable law in the case of Dissenting Sharesexcept as otherwise provided by Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CVC European Equity IV (AB) LTD)
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 certificates formerly representing Company Shares are presented to the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for Initial Shares the Merger Consideration in accordance with Section 1.5, subject to Section 1.9 1.11 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rsa Security 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 Common Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation, they shall be cancelled canceled and exchanged for Initial Shares shares of Buyer Common Stock in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silverstream Software 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 certificates and other Securities Documentation formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for Initial Shares the Merger Consideration in accordance with Section 1.5, subject to Section 1.9 1.11 and 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 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 Per Share Consideration in accordance with Section 1.5, subject to Section 1.9 1.11 and 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 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 1.8 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Student Advantage 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 certificates formerly representing Company Shares are presented to the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for Initial Shares the Merger Consideration in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Student Advantage Inc)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall (but not of the Surviving Corporation) will be closed and no transfer of shares of Company Common Shares shall will thereafter be made. If, after the Effective Time, Certificates certificates formerly representing Company Common Shares are presented to the Buyer or the Surviving Corporation, they shall will be cancelled canceled and exchanged for Initial Shares certificates representing shares of New Common Stock as set forth in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the case of Dissenting Shares4.3 hereof.
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, Certificates are presented to the Buyer or the Surviving Corporation, Corporation they shall be cancelled canceled and exchanged for Initial Shares cash in accordance with Section 1.5, subject to Section 1.9 1.10 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Execution Copy Agreement and Plan of Merger (Thermospectra Corp)
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 Buyer, the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for Initial Shares Adjusted Merger Shares, Cash Consideration, if any, and Preferred Cash Consideration in accordance with Section 1.5, subject to Section 1.9 1.10 and 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer Buyer, the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Section 1.9 1.10 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Convergent Networks 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 1.51.5(a), subject to Section 1.9 and to applicable law in the case of Dissenting Shares1.10.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ss&c Technologies 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 formerly representing Company Shares are presented to the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.51.5(a), subject to Section 1.9 and to applicable law in the case of Dissenting Shares1.7.
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, Certificates are presented to the Buyer Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.51.5(a), subject to Section 1.9 1.10 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flexiinternational Software Inc/Ct)
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 of the Company Shares Stock shall thereafter be made. If, after the Effective Time, any Company Certificates are presented to the Buyer or the Surviving CorporationHRT, they shall be cancelled and exchanged for Initial Shares Merger Consideration in accordance with Section 1.5, subject to Section 1.9 and to applicable law the procedures set forth in the case of Dissenting Shares.this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Healthcare Realty Trust 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 any capital stock of the Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates representing any shares of such capital stock are presented to the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for Initial Shares the Merger consideration specified in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the case of Dissenting Shares1.06.
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 Company Shares Common Stock shall thereafter be made. If, From and after the Effective Time, the holders of Certificates are presented evidencing ownership of Outstanding Shares immediately prior to the Buyer Effective Time shall cease to have any rights with respect to such Outstanding Shares, except as otherwise provided for herein 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 Sharesby Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Golfsmith International 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. If, after the Effective Time, Certificates are presented to the Buyer Buyer, the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Section 1.9 1.10 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Loan and Security Agreement (Unisphere Networks Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Common Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer Buyer, the Surviving Corporation or the Surviving CorporationExchange Agent, 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 Shares1.10.
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 Company Shares Common Stock shall thereafter be made. If, From and after the Effective Time, the holders of Certificates are presented evidencing ownership of Outstanding Shares immediately prior to the Buyer Effective Time shall cease to have any rights with respect to such Outstanding Shares, except as otherwise provided for herein 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 by applicable law in the case of Dissenting Shareslaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atrium Companies 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 Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled canceled and exchanged for Initial Merger Shares in accordance with Section 1.51.5(a), subject to Section 1.9 1.7 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
