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: Agreement and Plan of Merger (Professional Detailing Inc), Agreement and Plan of Merger (Security Dynamics Technologies Inc /De/), Agreement and Plan of Merger (Shepro Robert C)
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 Surviving Corporation, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5(a), subject to Section 1.9.the
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yorkmont One Inc), Agreement and Plan of Merger (Morrison Management Specialists 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, the Surviving CorporationCorporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Merger Shares in accordance with Section 1.5(a)1.5, subject to Section 1.91.12 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 certificates formerly representing Company Shares are presented to the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for Initial the applicable amounts payable in respect of such Company Shares in accordance with Section 1.5(a)pursuant to Article I, subject to the provisions of Section 1.91.8, Section 1.12, Section 1.13 and Article VI and subject further to applicable law in the case of Dissenting Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Skyworks Solutions, Inc.), Agreement and Plan of Merger (Skyworks Solutions, 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, the Surviving CorporationCorporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5(a)1.5, subject to Section 1.91.10 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be cancelled canceled and exchanged for Initial Merger Shares in accordance with Section 1.5(a)1.5, subject to Section 1.9applicable 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 certificates formerly representing Company Shares are presented to the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for Initial the applicable amounts payable, if any, in respect of such Company Shares in accordance with pursuant to Section 1.5(a)1.5, subject to Section 1.9the provisions of Article VII and subject further to applicable Law in the case of Dissenting Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Amag Pharmaceuticals 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, Corporation they shall be cancelled canceled and exchanged for Initial Shares cash in accordance with Section 1.5(a)1.5, subject to Section 1.91.10 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 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 1 contract
Samples: Agreement and Plan of Merger (Ss&c Technologies 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 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 Surviving CorporationEffective Time shall cease to have any rights with respect to such Outstanding Shares, they shall be cancelled and exchanged except as otherwise provided for Initial Shares in accordance with Section 1.5(a), subject to Section 1.9herein or by applicable law.
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 formerly representing Company Shares 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 1.91.7.
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 Surviving CorporationCompany or the Paying Agent for any reason, they shall be cancelled canceled and exchanged for Initial Shares as provided in accordance with Section 1.5(a)this ARTICLE II, subject to Section 1.9except 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 are presented to the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5(a)1.5, subject to Section 1.91.8 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 are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5(a), subject to Section 1.91.10 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 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 CorporationCorporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares and cash payments in accordance with Section 1.5(a), subject to Section 1.91.10 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 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(a)1.5, subject to Section 1.91.11 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 Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving CorporationCorporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5(a)1.5, subject to Section 1.91.10 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, the Surviving CorporationCorporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5(a)1.5, subject to Section 1.91.10.
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 the Merger Consideration in accordance with Section 1.5(a)1.5, subject to Section 1.91.9 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(a)1.5, subject to Section 1.91.11 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(a)1.5, subject to Section 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 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 Surviving Corporation, they shall be cancelled and exchanged for Initial Shares the Merger consideration specified in accordance with Section 1.5(a), subject to Section 1.91.06.
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 Common Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to 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(a)1.5, subject to Section 1.9applicable 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(a)1.5, subject to Section 1.91.11 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, the Surviving CorporationCorporation or the Exchange 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(a)1.5, subject to Section 1.91.10 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, the Surviving CorporationCorporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5(a)1.5, subject to Section 1.91.10 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 Surviving CorporationCorporation or the Exchange Agent, they shall be cancelled canceled and exchanged for Initial Merger Shares in accordance with Section 1.5(a), subject to Section 1.91.7 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 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 Surviving CorporationCorporation or the Exchange 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 1.5(a)2.1, subject to Section 1.9applicable law in the case of Dissenting Stock.
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 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 1.91.10.
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 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(a)1.5, subject to Section 1.91.9 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 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(a), subject to Section 1.94.3 hereof.
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 Surviving CorporationEffective Time shall cease to have any rights with respect to such Outstanding Shares, they shall be cancelled and exchanged except as otherwise provided for Initial Shares in accordance with Section 1.5(a), subject to Section 1.9herein or by Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Golfsmith International Holdings 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 of the Company Shares Stock shall thereafter be made. If, after the Effective Time, any Company Certificates are presented to the Surviving CorporationHRT, they shall be cancelled and exchanged for Initial Shares Merger Consideration in accordance with Section 1.5(a), subject to Section 1.9.the procedures set forth in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Healthcare Realty Trust 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(a)1.5, subject to Section 1.91.9 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 Surviving CorporationCorporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5(a)1.5, subject to Section 1.91.10 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 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(a)1.5, subject to Section 1.91.11 and to California law in the case of Dissenting Shares.
Appears in 1 contract