Common use of Closing of Transfer Books Clause in Contracts

Closing of Transfer Books. From and after the Effective Time, the share transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company shall thereafter be made in the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Company, they shall be canceled and exchanged for the Merger Consideration.

Appears in 2 contracts

Samples: Merger Agreement (Energy East Corp), Merger Agreement (Berkshire Energy Resources)

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Closing of Transfer Books. From and after the Effective Time, the share stock transfer books of the Company shall be closed and no registration of any transfer of any shares capital stock of the Company shall thereafter be made in the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving CompanyCorporation, they shall be canceled cancelled and exchanged for the Merger Consideration.

Appears in 2 contracts

Samples: Merger Agreement (Energy East Corp), Merger Agreement (Central Maine Power Co)

Closing of Transfer Books. From and after At the Effective Time, the share stock transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Certificates are presented to the Parent or the Surviving CompanyCorporation, they shall be canceled cancelled and exchanged for the Merger ConsiderationShares in accordance with Section 1.6.

Appears in 1 contract

Samples: Merger Agreement (Lifeapps Digital Media Inc.)

Closing of Transfer Books. From and after At the Effective Time, the share transfer books of the Company shall be closed closed, and there shall be no further registration of any transfers on the share transfer of any shares books of the Company shall thereafter be made in the records Surviving Corporation of the CompanyCommon Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving CompanyCorporation or Parent for transfer, they shall be canceled cancelled and exchanged for the Merger Considerationpursuant and subject to this Article II.

Appears in 1 contract

Samples: Merger Agreement (Lesco Inc/Oh)

Closing of Transfer Books. From and after At the Effective Time, the share unit transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Units shall thereafter be made in the records of the Companymade. If, after the Effective Time, Company Units Certificates are presented to the Parent or the Surviving Company, they shall be canceled cancelled and exchanged for the Merger ConsiderationShares in accordance with Section 1.5.

Appears in 1 contract

Samples: Merger Agreement (Compass Therapeutics, Inc.)

Closing of Transfer Books. From and after At the Effective Time, the share transfer books of the Company shall will be closed closed, and there will be no further registration of any transfers on the share transfer of any shares books of the Company shall thereafter be made in or the records Surviving Corporation of the CompanyCompany Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving CompanyCorporation for transfer, they shall will be canceled cancelled and exchanged for the relevant Merger ConsiderationConsideration pursuant to this Article II.

Appears in 1 contract

Samples: Merger Agreement (Keithley Instruments Inc)

Closing of Transfer Books. From and after At the Effective Time, the share stock ------------------------- transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Certificates certificates formerly representing Shares are presented to the Surviving CompanyCorporation, they shall be canceled and exchanged for the Merger ConsiderationConsideration as set forth in Section 1.3.

Appears in 1 contract

Samples: Merger Agreement (Physicians Quality Care Inc)

Closing of Transfer Books. From and after At the Effective Time, the share stock transfer books of the Company shall be closed closed, and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Company Shares Certificates are presented to the Parent or the Surviving CompanyCorporation, they shall be canceled cancelled and exchanged for Merger Shares in accordance with Section 1.5 above, subject to the Merger Considerationprovisions hereof and applicable Law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Merger Agreement (Freedom Holdings, Inc.)

Closing of Transfer Books. From and after At the Effective Time, the share stock ------------------------- transfer books of the Company and Flagship shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Certificates certificates formerly representing Shares are presented to the Surviving CompanyCorporation, they shall be canceled and exchanged for the Merger ConsiderationConsideration as set forth in Section 1.3.

Appears in 1 contract

Samples: Merger Agreement (Physicians Quality Care Inc)

Closing of Transfer Books. From and after At the Effective Time, the share stock ------------------------- transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Certificates certificates formerly representing Shares are presented to the Surviving CompanyCorporation, they shall be canceled cancelled and exchanged for the Merger Consideration.Consideration as set forth on Schedule -------- 1.3. ---

Appears in 1 contract

Samples: Merger Agreement (Physicians Quality Care Inc)

Closing of Transfer Books. From and after At the Effective TimeTime of the Merger, the share stock transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective TimeTime of the Merger, Certificates certificates formerly representing Shares are presented to the Surviving CompanyCorporation, they shall be canceled cancelled and exchanged for the Merger Consideration.Consideration in accordance with Section g.

Appears in 1 contract

Samples: Merger Agreement (Sykes Enterprises Inc)

Closing of Transfer Books. From and after At the Effective Time, the share stock transfer ------------------------- books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Certificates are presented to the Surviving CompanyCorporation, they shall be canceled cancelled and exchanged for the Merger ConsiderationInitial Shares in accordance with Section 1.5(a), subject to Section 1.10.

Appears in 1 contract

Samples: Merger Agreement (Ss&c Technologies Inc)

Closing of Transfer Books. From and after At the Effective Time, the share stock transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving CompanyCorporation, they shall be canceled cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the Merger Considerationcase of Dissenting Shares.

Appears in 1 contract

Samples: Merger Agreement (GoFish Corp.)

Closing of Transfer Books. From and after At the Effective Time, the share stock transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Certificates certificates formerly representing Company Shares are presented to the Buyer or the Surviving CompanyCorporation, they shall be canceled cancelled and exchanged for the Merger ConsiderationConsideration in accordance with Section 1.5, subject to Section 1.12 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Merger Agreement (Vitalworks Inc)

Closing of Transfer Books. From and after At the Effective Time, the share stock transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Certificates certificates formerly representing Company Shares are presented to the Buyer or the Surviving CompanyCorporation, they shall be canceled cancelled and exchanged for the Merger Considerationapplicable amounts payable, if any, in respect of such Company Shares pursuant to Section 1.5.

Appears in 1 contract

Samples: Merger Agreement (Ember Therapeutics, Inc. - Ny)

Closing of Transfer Books. From and after At the Effective Time, the share Share transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Certificates Shares are presented to Purchaser, the Surviving CompanyCompany or the Seller Representative, they shall be canceled cancelled and exchanged for Merger Consideration shall, to the Merger Considerationextent otherwise provided in this Agreement, be paid in respect thereof in accordance with this Section 2.2.

Appears in 1 contract

Samples: Merger Agreement (Thoratec Corp)

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Closing of Transfer Books. From and after At the Effective Time, the share stock transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Certificates are presented to the Parent or the Surviving CompanyCorporation, they shall be canceled cancelled and exchanged for Merger Shares in accordance with Section 1.7, subject to applicable law in the Merger Considerationcase of Dissenting Shares.

Appears in 1 contract

Samples: Merger Agreement (Atrinsic, Inc.)

Closing of Transfer Books. From and after At the Effective Time, the share stock transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Certificates certificates formerly representing Company Shares are presented to the Buyer or the Surviving CompanyCorporation, they shall be canceled cancelled and exchanged for the Merger ConsiderationConsideration in accordance with Section 1.5 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Merger Agreement (Brooks Automation Inc)

Closing of Transfer Books. From and after At the Effective Time, the share stock transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Certificates certificates formerly representing Shares are presented to the Surviving CompanyEntity, they shall be canceled cancelled and exchanged for the Merger ConsiderationConsideration in accordance with Section 1.7.

Appears in 1 contract

Samples: Merger Agreement (Faro Technologies Inc)

Closing of Transfer Books. From and after At the Effective Time, the share transfer books of the Company shall be closed closed, and there shall be no further registration of any transfers on the share transfer books of any shares the Surviving Corporation of the Company shall thereafter be made in the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Company, they shall be canceled and exchanged for the Merger Consideration.Common Shares that were

Appears in 1 contract

Samples: Merger Agreement (Bravo Brio Restaurant Group, Inc.)

Closing of Transfer Books. From and after At the Effective Time, the share transfer books of the Company shall be closed closed, and there shall be no further registration of any transfer transfers of any shares of Common Units outstanding immediately prior to the Company shall Effective Time thereafter be made in on the records of the Company. If, after the Effective Time, any Certificates are presented to the Surviving CompanyCompany or the Paying Agent for any reason, they shall be marked canceled and exchanged for the Merger Considerationas provided in this Article IV.

Appears in 1 contract

Samples: Merger Agreement (Macquarie Infrastructure Corp)

Closing of Transfer Books. From and after At the Effective Time, the share stock transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Common Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving CompanyCorporation, they shall be canceled and exchanged for the Merger ConsiderationConsideration in accordance with Section 1.5.

Appears in 1 contract

Samples: Merger Agreement (Student Advantage Inc)

Closing of Transfer Books. From and after At the Effective Time, the share stock transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Certificates certificates formerly representing Company Shares are presented to the Buyer or the Surviving CompanyCorporation, they shall be canceled cancelled and exchanged for the Merger Consideration, subject to Section 1.7 in the case of Dissenting Shares and to applicable law.

Appears in 1 contract

Samples: Merger Agreement (Navisite Inc)

Closing of Transfer Books. From and after At the Effective Time, the share stock transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Certificates certificates formerly representing Company Shares are presented to the Buyer or the Surviving CompanyCorporation, they shall be canceled cancelled and exchanged for the Merger ConsiderationConsideration in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Merger Agreement (On Assignment Inc)

Closing of Transfer Books. From and after At the Effective Time, the share stock transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be made in the records of the Companymade. If, after the Effective Time, Company Certificates are presented to the Parent or the Surviving CompanyCorporation, they shall be canceled cancelled and exchanged for the Merger ConsiderationParent Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Anvex International, Inc.)

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