Common use of Closing of Transfer Books Clause in Contracts

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Interests shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or the Surviving Entity, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Section 1.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger (High Tide Ventures, 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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or the Surviving EntityCorporation, they shall be cancelled and exchanged for Initial Shares or shares of Parent Common Stock in accordance with Section 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 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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates Certificates, Notes or Warrants are presented to the Parent Buyer, the Surviving Corporation or the Surviving EntityExchange Agent, they shall be cancelled and exchanged for Initial Closing Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.9Sections 1.5(e) and 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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent Surviving Corporation or the Surviving EntityExchange Agent, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5, Sections 1.5(a) and 1.5(b) (subject to Section 1.9) and 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 transfers of shares of Company Interests Stock shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or the Surviving EntityCorporation for transfer, they shall be cancelled and exchanged for Initial Shares the consideration set forth in Section 1.5 and in accordance with Section 1.51.6, subject to Section 1.9applicable 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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent Buyer or the Surviving EntityCorporation, they shall be cancelled and exchanged for Initial Shares Consideration in accordance with Section 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 (Blackboard Inc)

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent Buyer, the Surviving Corporation or the Surviving EntityExchange Agent, they shall be cancelled and exchanged for Initial Merger Shares in accordance with Section 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 (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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent Buyer, the Surviving Corporation or the Surviving EntityExchange Agent, they shall be cancelled and exchanged for Cash Consideration and Initial Shares in accordance with Section 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 (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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent Surviving Corporation or the Surviving EntityExchange Agent, they shall be cancelled and exchanged for Initial Shares Merger Consideration in accordance with Section 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 (Thermo Process 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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent Buyer, the Surviving Corporation or the Surviving EntityStockholder Representative, they shall be cancelled and exchanged for Initial the Cash Consideration and the Merger Shares in accordance with Section 1.51.7, subject to Section 1.91.6 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

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

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent Buyer or the Surviving EntityCorporation, they shall be cancelled and exchanged for Initial Shares in accordance with Section 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 (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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates certificates representing Company Shares are presented to the Parent or the Surviving EntityParent, they shall be cancelled and exchanged for Initial Exchange Shares in accordance with Section 1.5, subject to Section 1.9Sections 1.1(a) above 1.3(d) above.

Appears in 1 contract

Samples: Form of Share Exchange Agreement (Neonc Technologies Holdings, 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 Interests Shares nor ITD Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or either of the Surviving EntityCorporations, they shall be cancelled and exchanged for Initial Shares in accordance with Section 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 (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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent Buyer, the Surviving Corporation or the Surviving EntityPaying Agent, they shall be cancelled and exchanged for Initial Shares a portion of the Base Merger Consideration payable in accordance with Section 1.51.6(b), subject to Section 1.91.11 and 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 shall be closed and no transfer of Company Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent Buyer or the Surviving EntityCorporation, they shall be cancelled and exchanged for Initial the Merger Shares and cash in accordance with Section 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 (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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates formerly representing Shares or Company Options or the right to acquire Shares or Company Options effective at the Closing are presented to the Parent or the Surviving EntityCorporation, they shall be cancelled and exchanged for Initial Shares the right to receive a portion of the Merger Consideration in accordance with Section 1.5, subject to Section 1.92.1.

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 of Company Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent Buyer, the Surviving Corporation or the Surviving EntityPaying Agent, they shall be cancelled and exchanged for Initial Shares the Transaction Consideration in accordance with Section 1.5, subject to Section 1.9Sections 1.9 and 1.10 and to applicable Law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Akamai Technologies 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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or the Surviving EntityCorporation, they shall be cancelled and exchanged for Initial Merger Shares in accordance with Section 1.51.8, subject to Section 1.9.applicable law in the case of Dissenting Shares. 1.16

Appears in 1 contract

Samples: HTM Merger Agreement

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or the Surviving EntityCorporation, they shall be cancelled and exchanged for Initial Shares shares of Parent Common Stock in accordance with Section 1.5, subject to Section 1.91.7.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (CleanTech Biofuels, Inc.)

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or the Surviving EntityCorporation, they shall be cancelled and exchanged for Initial Merger Shares in accordance with Section 1.51.03, subject to Section 1.91.04 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Integrated Security 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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent Buyer, the Surviving Corporation or the Surviving EntityExchange Agent, they shall be cancelled and exchanged for Initial Shares the applicable Merger Consideration in accordance with Section 1.5, subject to Section 1.9.1.10 and 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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or the Surviving EntityCorporation, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.51.03, subject to Section 1.91.04 and 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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent Buyer, the Surviving Corporation or the Surviving EntityExchange Agent, they shall be cancelled canceled and exchanged for Initial Cash Consideration and Merger Shares in accordance with Section 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 (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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent Buyer or the Surviving EntityCorporation, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Section 1.9Sections 1.09 and 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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent Buyer or the Surviving EntityCorporation, they shall be cancelled and exchanged for Initial Shares and Escrow Shares in accordance with Section 1.51.5 and Section 1.9, and subject to Section 1.9applicable 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 Interests Common Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent Buyer, the Surviving Corporation or the Surviving EntityExchange Agent, they shall be cancelled and exchanged for Initial Shares in accordance with Section 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 (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 Interests Shares shall thereafter be made. If, after the Effective Time, Certificates certificates are presented to Engage, the Parent Surviving Corporation or the Surviving EntityExchange Agent, they shall be cancelled canceled and exchanged for Initial Merger Shares in accordance with Section 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 (Engage Inc)

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