No Further Certificates. There shall be no further transfer on the records of MamaMancini’s of certificates representing MamaMancini’s Shares and there shall be no further transfer on the records of the Merger Sub of certificates representing securities of the Merger Sub following the Effective Time of the Merger. If any certificate for shares of Common Stock is to be issued in a name other than that in which the certificate for Merger Sub’s or MamaMancini’s securities surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to Parent or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such shares of Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of Parent or its transfer agent that all taxes have been paid.
Appears in 3 contracts
Samples: Acquisition Agreement and Plan of Merger (MamaMancini's Holdings, Inc.), Acquisition Agreement and Plan of Merger (Mascot Properties, Inc.), Acquisition Agreement and Plan of Merger (Mascot Properties, Inc.)
No Further Certificates. There After the Effective Time of the Merger, there shall be no further transfer on the records of MamaMancini’s Genetic Immunity of certificates representing MamaMancini’s Genetic Immunity Shares and there shall be no further transfer on the records of the Merger Sub of certificates representing securities of the Merger Sub following the Effective Time of the MergerSub. If any certificate for shares of Common Series B Preferred Stock is to be issued in a name other than that in which the certificate for Merger Sub’s or MamaMancini’s Genetic Immunity securities surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to Parent or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such shares of Common Series B Preferred Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of Parent or its transfer agent that all taxes have been paid.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Power of the Dream Ventures Inc)
