Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Common Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX or the Surviving Corporation, they shall be cancelled and exchanged for Merger Consideration in accordance with Section 2.5.
Appears in 5 contracts
Samples: HTM Agreement and Plan of Merger And, Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.), Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.)
Closing of Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of Company Common Stock shall thereafter be madethe Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Date. If, on or after the Effective TimeDate, Company Stock Certificates are presented or delivered to DSKX or the Surviving CorporationCorporation or Parent for transfer, they shall be cancelled and exchanged for Merger Consideration a check in accordance with Section 2.5the proper amount pursuant to this Article II.
Appears in 3 contracts
Samples: Merger Agreement (Cardionet Inc), Merger Agreement (Biotel Inc.), Merger Agreement (Biotel 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 Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Consideration in accordance with Section 2.51.5.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ds Healthcare Group, Inc.), Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.), Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no transfer further registration of Company transfers of the Common Stock shall Shares outstanding immediately prior to the Effective Time thereafter be madeon the records of the Company. If, on or after the Effective Time, Company Stock any Certificates or Book-Entry Shares are presented to DSKX the Surviving Corporation or the Surviving CorporationPaying Agent for any reason, they shall be cancelled marked canceled and exchanged for Merger Consideration as provided in accordance with Section 2.5this Article IV.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sciclone Pharmaceuticals Inc), Agreement and Plan of Merger (Multi Fineline Electronix Inc), Agreement and Plan of Merger (Fisher Communications Inc)
Closing of Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed closed, and no transfer of Company shares of Common Stock of the Company shall thereafter be made. If, on or after the Effective TimeDate, Company certificates previously representing shares of Common Stock Certificates are presented to DSKX the Surviving Corporation or the Surviving CorporationPaying Agent (as defined in Section 3.3), they shall be cancelled canceled and exchanged for Merger Consideration cash as provided in accordance with Section 2.53.1(a), subject to applicable law in the case of Dissenting Stock.
Appears in 2 contracts
Samples: 6 Agreement and Plan of Merger (Albertsons Inc /De/), 6 Agreement and Plan of Merger (Buttrey Food & Drug Stores Co)
Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company and Flagship shall be closed and no transfer of Company Common Stock Shares shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates certificates formerly representing Shares are presented to DSKX or the Surviving Corporation, they shall be cancelled canceled and exchanged for the Merger Consideration as set forth in accordance with Section 2.51.3.
Appears in 2 contracts
Samples: Merger Agreement (Physicians Quality Care Inc), Merger Agreement (Physicians Quality Care 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 Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Consideration Shares in accordance with Section 2.51.5, subject to the provisions hereof and applicable Law in the case of Dissenting Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Makamer Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Content Checked 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 any Company Common Stock shall thereafter be made. If, on or If after the Effective Time, Time any certificates evidencing shares of Company Common Stock Certificates are presented to DSKX or the Surviving CorporationParent's transfer agent for registration of transfer, they shall be cancelled canceled and exchanged for Merger Consideration certificates representing the number of whole shares of Parent Common Stock and the cash amount, if any, determined in accordance with Section 2.5this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cairn Energy Usa Inc), Agreement and Plan of Merger (Meridian Resource Corp)
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 Common Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX the Exchange Agent, Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Consideration in accordance with Section 2.51.4, subject to Sections 1.5 and 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (FusionStorm Global, 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 Common Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX or the Surviving Corporation, MCC they shall be cancelled and exchanged for Merger Consideration in accordance with Section 2.52.6, subject to applicable Law in the case of Company Dissenting Shares.
Appears in 1 contract
Samples: Merger and Stock Purchase Agreement (MULTI COLOR Corp)
Closing of Transfer Books. At On the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Company Common Stock shall thereafter be made. If, on or after the Effective TimeDate, Company Stock Certificates certificates are presented to DSKX or the Surviving Corporation, they shall be cancelled canceled and exchanged for the pro rata share of the Merger Consideration Price in accordance with Section 2.5herewith and subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Onesource Information Services 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 Stock shall thereafter be made. If, on or after the Effective Time, certificates formerly representing Company Stock Certificates are presented to DSKX Parent or the Surviving Corporation, they shall be cancelled canceled and exchanged for the Merger Consideration Consideration, if any, in accordance with Section 2.51.6.
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 Stock Shares shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates certificates formerly representing Common Shares are presented to DSKX the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for Merger the Closing Consideration and the Final Consideration, if any, in accordance with Section 2.51.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brookdale Senior Living 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 Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX Parent or the Surviving Corporation, they shall be cancelled and exchanged for certificates evidencing the appropriate numbers of Merger Consideration Shares in accordance with Section 2.51.5, subject to the provisions hereof and applicable Law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tyme Technologies, 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 Common Stock shall thereafter be mademade thereafter. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX the Surviving Corporation or the Surviving CorporationPaying Agent for transfer or any other reason, they shall be cancelled canceled and exchanged for Merger Consideration as provided in accordance with Section 2.5this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Creative Host Services 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 Company Common Stock shall thereafter be made. If, on or If after the Effective Time, Time any certificates evidencing shares of Company Common Stock Certificates are presented to DSKX or the Surviving Corporationfor transfer, they shall be cancelled canceled and exchanged for Merger Consideration the consideration determined in accordance with Section 2.5this Article III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (El Chico Restaurants Inc)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed closed, and no transfer of shares of the Company Common Stock shall thereafter be made. If, on or after the Effective Time, Company Stock the Company's Certificates are presented to DSKX or the Surviving CorporationUSPL, they shall be cancelled canceled and exchanged for the Merger Consideration in accordance with Section 2.5.the procedures set forth in Sections 1.3 and 2.1
Appears in 1 contract
Samples: U S Plastic Lumber Corp
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 Common Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX or the Surviving CorporationCorporation for transfer, they shall be cancelled canceled and exchanged for Merger Consideration the consideration set forth in accordance with Section 2.51.5, subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Common Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Consideration Shares in accordance with Section 2.51.5, subject to the provisions hereof and applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Clean Coal Technologies Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of for the Company Common Stock shall be closed closed, and no transfer of shares of Company Common Stock shall thereafter be mademade on such books. If, on or after the Effective Time, Company Stock Certificates certificates representing any such shares are presented for transfer to DSKX or the Surviving CorporationParent, they shall be cancelled and exchanged for the Merger Consideration as provided in accordance with Section 2.5this Article II.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Common Stock Shares shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX the Buyer or the Surviving Corporation, they shall be cancelled canceled and exchanged for Merger Consideration Buyer Common Stock in accordance with Section 2.51.5, subject 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 Common Stock Shares shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates certificates representing Common Shares are presented to DSKX the Buyer or the Surviving Corporation, Corporation they shall be cancelled and exchanged for Merger Consideration Initial Shares and a Note in accordance with Section 2.51.5, subject to Section 1.7.
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 capital stock except for the Surviving Corporation Common Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX or the Surviving CorporationCorporation or Intermediate Parent, they shall be cancelled and exchanged for the Merger Consideration in accordance with Section 2.5this Article I and subject to applicable Law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Affinion Group, Inc.)
