Common use of Closing of Transfer Books Clause in Contracts

Closing of Transfer Books. At the Effective Time, the stock transfer books of Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX or the Surviving Corporation, they shall be cancelled and exchanged for the right to receive the consideration described in Section 4.1, subject to Section 4.8 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Equifax Inc)

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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 shall thereafter be made. If, after the Effective Time, Certificates or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer, the Surviving Corporation or the Surviving CorporationPaying Agent, they shall be cancelled and exchanged for a portion of the right to receive the consideration described Base Merger Consideration payable in accordance with Section 4.11.6(b), subject to Section 4.8 1.11 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Escrow Agreement (Brooks Automation Inc)

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company and ITD shall be closed and no transfer of Company Shares nor ITD Shares shall thereafter be made. If, after the Effective Time, Certificates or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Parent or either of the Surviving CorporationCorporations, they shall be cancelled and exchanged for the right to receive the consideration described Initial Shares in accordance with Section 4.11.5, subject to Section 4.8 1.9 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan (GoFish 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 Certificates, Notes or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing Warrants are presented to EFX the Buyer, the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for the right to receive the consideration described Closing Shares and, if applicable, Additional Shares in accordance with Section 4.11.5, subject to Section 4.8 Sections 1.5(e) and the right receive amounts pursuant 1.10 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edison Schools 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer, the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for the right to receive the consideration described Cash Consideration and Initial Shares in accordance with Section 4.11.5, subject to Section 4.8 1.10 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netegrity 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer, the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled canceled and exchanged for the right to receive the consideration described Cash Consideration and Merger Shares in accordance with Section 4.11.5, subject to Section 4.8 1.10 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netegrity Inc)

Closing of Transfer Books. At the Effective Time, the stock transfer books of each Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates or other instruments formerly representing any Company Shares Certificate is presented to Parent or the right to acquire Company Shares effective at the Closing are presented to EFX or the applicable Surviving Corporation, they it shall be cancelled and exchanged for Initial Shares which shall be delivered to the right surrendering stockholder, and Escrow Shares, which shall be delivered to receive the consideration described Escrow Agent, in accordance with Section 4.11.8, subject to Section 4.8 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Eastern Resources, 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for the right to receive the consideration described Merger Consideration in Section 4.1, accordance herewith (subject to Section 4.8 1.9) and the right receive amounts pursuant subject to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Icc 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 Stock shall thereafter be made. If, after the Effective Time, Company Stock Certificates or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX Parent, the Parent’s transfer agent, or the Surviving Corporation, they shall be cancelled and exchanged for the right to receive the consideration described Merger Shares in accordance with Section 4.11.6, subject to Section 4.8 the provisions hereof and the right receive amounts pursuant to applicable law Law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Valeritas 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Parent or the Surviving Corporation, they shall be cancelled and exchanged for the right to receive the consideration described Initial Shares in accordance with Section 4.11.03, subject to Section 4.8 1.04 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (CMSF 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 or other instruments certificates formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX Buyer or the Surviving Corporation, they shall be cancelled and exchanged for the right to receive the consideration described converted in accordance with Section 4.11.5, subject to Section 4.8 1.9 and the right receive amounts pursuant Section 1.13 and subject further to applicable law Law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Brooks Automation 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX or the Surviving Corporation, the Parent or the Exchange Agent, they shall be cancelled canceled and exchanged for the right to receive the consideration described Merger Consideration in Section 4.1accordance with Sections 1.5(a) and (b), subject to Section 4.8 and the right receive amounts pursuant to applicable law in the case of Company Shares held by Dissenting SharesStockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kurzweil Applied Intelligence 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for the right to receive the consideration described Initial Shares in accordance with Section 4.11.5, subject to Section 4.8 1.10 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bottomline 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer, the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for the right to receive applicable portion of the consideration described Merger Consideration into which such Certificates convert in accordance with Section 4.11.5, subject to Section 4.8 Sections 1.10, 1.11 and the right receive amounts pursuant 1.13 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for the right to receive the consideration described Merger Shares and cash in accordance with Section 4.11.5, subject to Section 4.8 1.10 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Frontline Capital Group)

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 or other instruments certificates formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for the right Merger Consideration in accordance with and to receive the consideration described in extent provided by Section 4.11.5, subject to Section 4.8 1.8 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Opnet 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer, the Surviving Corporation or the Surviving CorporationPaying Agent, they shall be cancelled and exchanged for the right to receive the consideration described Transaction Consideration in accordance with Section 4.11.5, subject to Section 4.8 Sections 1.9 and the right receive amounts pursuant 1.10 and to applicable law Law in the case of Dissenting Shares.

Appears in 1 contract

Samples: 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for the right to receive the consideration described Initial Shares in Section 4.1, accordance with Sections 1.5(a) and 1.5(b) (subject to Section 4.8 1.9) and the right receive amounts pursuant subject to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eclipsys 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for the right to receive the consideration described Initial Shares in accordance with Section 4.11.5, subject to Section 4.8 Sections 1.09 and the right receive amounts pursuant 1.10 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Otg 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 or other instruments certificates formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer or the Surviving Corporation, they shall be cancelled canceled and exchanged for the right applicable amounts payable, if any, in respect of such Company Shares pursuant to receive the consideration described in Section 4.11.5, subject to Section 4.8 the provisions of Article VII and the right receive amounts pursuant subject further to applicable law Law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alkermes Plc.)

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 certificates or other instruments book entry accounts formerly representing Company Common Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for the right to receive the consideration described Merger Consideration in accordance with Section 4.1, subject to Section 4.8 1.5 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gerdau Ameristeel 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer, the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for the right to receive the consideration described Merger Shares in accordance with Section 4.11.5, subject to Section 4.8 1.11 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer, the Surviving Corporation or the Surviving CorporationStockholder Representative, they shall be cancelled and exchanged for the right to receive Cash Consideration and the consideration described Merger Shares in accordance with Section 4.11.7, subject to Section 4.8 1.6 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Communicate Com Inc)

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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 shares of Company Shares Stock shall thereafter be made. If, after the Effective Time, Certificates or other instruments certificates formerly representing shares of Company Shares or the right to acquire Company Shares effective at the Closing Stock are presented to EFX Parent or the Surviving Corporation, they shall be cancelled and exchanged for the right to receive the consideration described Merger Consideration in accordance with Section 4.12.02, subject to Section 4.8 and the right receive amounts pursuant to applicable law Applicable Law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Globecomm Systems 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer, the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for the right to receive the consideration described Initial Shares in accordance with Section 4.11.5, subject to Section 4.8 1.10 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Otg 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for the right to receive the consideration described Initial Shares and Escrow Shares in accordance with Section 4.11.5 and Section 1.9, and subject to Section 4.8 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Red Hat 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 or other instruments certificates formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX Buyer or the Surviving Corporation, they shall be cancelled and exchanged for the right to receive the consideration described converted in accordance with Section 4.11.5, subject to Section 4.8 1.7, Section 1.10 and the right receive amounts pursuant Section 1.14 and subject further to applicable law Law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Red Hat 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 or other instruments certificates formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for the right to receive the consideration described Merger Consideration, if any, in accordance with Section 4.11.5, subject to Section 4.8 Sections 1.8, and the right receive amounts pursuant 1.10, and to applicable law Law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (I Many 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, Company Certificates or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Initial Shares which shall be delivered to the right present stockholders, and Escrow Shares, which shall be delivered to receive the consideration described Escrow Agent, in accordance with Section 4.11.8, subject to Section 4.8 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Dynastar 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing certificates are presented to EFX Engage, the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled canceled and exchanged for the right to receive the consideration described Merger Shares in accordance with Section 4.11.5, subject to Section 4.8 1.10 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Engage 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 options shall thereafter be made. If, after the Effective Time, Certificates or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX or the Surviving Corporation, they shall be cancelled canceled and exchanged for the right to receive the consideration described Merger Consideration in accordance with Section 4.13.1, subject to Section 4.8 and the right receive amounts pursuant to applicable law in the case of Dissenting Sharesshares held by dissenting stockholders. From and after the Effective Time, no shares of Company Common Stock shall be deemed to be outstanding, and holders of Certificates shall cease to have any rights with respect thereto except as provided herein or by law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eventures 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer, the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for the right to receive the consideration described applicable Merger Consideration in accordance with Section 4.11.5, subject to Section 4.8 1.10 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.. Exhibit 99.1

Appears in 1 contract

Samples: Agreement and Plan of Merger (TechTarget 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 or other instruments formerly representing Shares or Company Shares Options or the right to acquire Shares or Company Shares Options effective at the Closing are presented to EFX Parent or the Surviving Corporation, they shall be cancelled and exchanged for the right to receive a portion of the consideration described Merger Consideration in accordance with Section 4.1, subject to Section 4.8 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares2.1.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Equifax Inc)

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer transfers of shares of Company Shares Stock shall thereafter be made. If, after the Effective Time, Certificates or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX or the Surviving CorporationCorporation for transfer, they shall be cancelled and exchanged for the right to receive the consideration described set forth in Section 4.11.5 and in accordance with Section 1.6, subject to Section 4.8 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alpha Industries 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 or other instruments certificates formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for the right to receive the consideration described Merger Consideration in accordance with Section 4.11.5, subject to Section 4.8 1.12 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vitalworks 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Parent or the Surviving Corporation, they shall be cancelled and exchanged for the right to receive the consideration described Initial Shares or shares of Parent Common Stock in accordance with Section 4.11.5, subject to Section 4.8 1.9 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Ethanex Energy, 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Buyer, the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for the right to receive the consideration described Initial Merger Shares in accordance with Section 4.11.5, subject to Section 4.8 1.11 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: 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 or other instruments formerly certificates representing duly authorized, issued and outstanding Company Shares or the right to acquire Company Shares effective at the Closing are presented to EFX the Surviving Corporation or the Surviving CorporationExchange Agent, they shall be cancelled and exchanged for the right to receive the consideration described Merger Consideration in Section 4.1, accordance herewith (subject to Section 4.8 1.9) and the right receive amounts pursuant subject to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rare Medium Group Inc)

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