Exchange of Certificates and Related Matters. (a) At the Closing, -------------------------------------------- the Shareholders as the sole holders of certificates theretofore representing outstanding Rapidtext Shares shall surrender the same to LRA-CA, and such Shareholders shall upon such surrender receive in exchange therefor a certificate or certificates representing the number of full and fractional shares of Parent Shares into which the Rapidtext Shares theretofore represented by the certificate or certificates so surrendered shall have been converted pursuant to the Merger. (b) After the Effective Time and until surrendered, each certificate which theretofore represented outstanding Rapidtext Shares shall be deemed for all corporate purposes, other than the payment of dividends and distributions, to evidence solely the right to receive the number of full and fractional shares of Parent Shares into which such Rapidtext Shares are convertible. No dividend or other distribution, if any, payable to holders of Parent Shares shall be paid to the holders of any such certificates for Rapidtext Shares until such certificates are surrendered, but upon surrender of such certificates, all such declared dividends and distributions, if any, shall be paid to the holder of record of the full shares of Parent Shares represented by the certificate issued in exchange therefor, without interest. (c) As of the Effective Time, the stock transfer books of Rapidtext will be closed and no further transfers shall be made thereon.
Appears in 2 contracts
Samples: Merger Agreement (Us Legal Support Inc), Merger Agreement (Us Legal Support Inc)
Exchange of Certificates and Related Matters. (a) At the Closing, -------------------------------------------- the Shareholders Shareholder as the sole holders holder of certificates theretofore representing outstanding Rapidtext JCR Shares shall surrender the same to LRA-CA, and such Shareholders the Shareholder shall upon such surrender receive in exchange therefor a certificate or certificates representing the number of full and fractional shares of Parent Shares into which the Rapidtext JCR Shares theretofore represented by the certificate or certificates so surrendered shall have been converted pursuant to the Merger.
(b) After the Effective Time and until surrendered, each certificate which theretofore represented outstanding Rapidtext JCR Shares shall be deemed for all corporate purposes, other than the payment of dividends and distributions, to evidence solely the right to receive the number of full and fractional shares of Parent Shares into which such Rapidtext JCR Shares are convertible. No dividend or other distribution, if any, payable to holders of Parent Shares shall be paid to the holders of any such certificates for Rapidtext JCR Shares until such certificates are surrendered, but upon surrender of such certificates, all such declared dividends and distributions, if any, shall be paid to the holder of record of the full shares of Parent Shares represented by the certificate issued in exchange therefor, without interest.
(c) As of the Effective Time, the stock transfer books of Rapidtext JCR will be closed and no further transfers shall be made thereon.
Appears in 2 contracts
Samples: Plan and Agreement of Reorganization and Merger (Us Legal Support Inc), Reorganization and Merger Agreement (Us Legal Support Inc)