Common use of Closing of Transfer Records Clause in Contracts

Closing of Transfer Records. After the Effective Time, no --------------------------- transfer of Target Shares outstanding prior to the Effective Time shall be made on the stock transfer books of the Surviving Corporation. If, after the Effective Time, certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing Purchaser Shares and cash in lieu of fractional shares, if any, as provided in (S)2(e).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Primus Telecommunications Group Inc), Agreement and Plan of Merger (Primus Telecommunications Group Inc)

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Closing of Transfer Records. After the Effective Time, no --------------------------- transfer of Target Company Shares outstanding prior to the Effective Time shall be made on the stock transfer books of the Surviving Corporation. If, after the Effective Time, certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing Purchaser Shares and Acquiror Shares, cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, as provided in (S)2(eSection 2(e).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Openroute Networks Inc)

Closing of Transfer Records. After the Effective Time, no --------------------------- transfer of Target Shares outstanding prior to the Effective Time shall may be made on the stock transfer books of the Surviving Corporation. If, after the Effective Time, certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing Purchaser Parent Shares and cash in lieu of fractional shares, if any, as provided in (S)2(eSection 2(e).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Talk Com)

Closing of Transfer Records. After the Effective Time, no --------------------------- transfer of Target Shares Company Capital Stock outstanding prior to the Effective Time shall be made on the stock transfer books of the Surviving Corporation. If, after the Effective Time, certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing Purchaser Shares and Shares, cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, as provided in (S)2(e§ 2(e).. Representations and Warranties of Acquiror. Acquiror represents and warrants to Company:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Infonautics Inc)

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Closing of Transfer Records. After the Effective Timeclose of business on the Closing --------------------------- Date, no --------------------------- transfer transfers of Target Company Shares outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. If, after the Effective Time, certificates valid Certificates representing such shares the Company Shares or valid instruments representing Company Stock Options and Stock Rights are presented for transfer to the Exchange AgentSurviving Corporation or the Buyer in accordance with (S) 2(e) above, they such Certificates and instruments shall be canceled cancelled and exchanged for certificates representing Purchaser Shares and cash in lieu of fractional shares, if any, as the consideration provided in (S)2(e)S) 2(d) above.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Therma Wave Inc)

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