Common use of No Further Rights of Transfers Clause in Contracts

No Further Rights of Transfers. At and after the Effective Time, each holder of a Certificate shall cease to have any rights as a shareholder of the Corporation, except for, in the case of a holder of a Certificate (other than shares to be cancelled pursuant to Section 2.2(a) hereof and other than shares held by Dissenting Shareholders), the right to surrender his or her Certificate in exchange for payment of the Merger Consideration or, in the case of a Dissenting Shareholder, to perfect his or her right to receive payment for his or her shares pursuant to Delaware law if such holder has validly perfected and not withdrawn his or her right to receive payment for his or her shares, and no transfer of shares of Common Stock shall be made on the stock transfer books of the Surviving Corporation. Certificates presented to the Surviving Corporation after the Effective Time shall be cancelled and exchanged for cash as provided in this Article II. At the close of business on the day of the Effective Time the stock ledger of the Corporation with respect to Common Stock shall be closed.

Appears in 4 contracts

Samples: Share Purchase Agreement and Plan of Merger (Gulf State Credit LLP), Share Purchase Agreement and Plan of Merger (Sherman Acquisition Corp), Share Purchase Agreement and Plan of Merger (Union Corp)

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No Further Rights of Transfers. At and after the Effective Time, each holder of a Certificate shall cease to have any rights as a shareholder of the CorporationCompany, except for, in the case of a holder of a Certificate (other than shares to be cancelled canceled pursuant to Section 2.2(a2.06(a) hereof hereof, and other than shares held by Dissenting Shareholders), ) the right to surrender his or her Certificate in exchange for payment of the Merger Consideration orConsideration, or in the case of a Dissenting Shareholder, to perfect his or her right to receive payment for his or her shares pursuant to Delaware law the FBCA if such holder has validly perfected and not withdrawn his or her right to receive payment for his or her shares, and no transfer of shares of Common Stock Shares shall be made on the stock transfer books of the Surviving Corporation. Certificates presented to the Surviving Corporation after the Effective Time shall be cancelled canceled and exchanged for cash as provided in this Article II. At the close of business on the day of the Effective Time the stock ledger of the Corporation Company with respect to Common Stock shall be closed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Travel Services International Inc), Agreement and Plan of Merger (Travel Services International Inc)

No Further Rights of Transfers. At and after the ------------------------------ Effective Time, each holder of a Certificate Common Stock shall cease to have any rights as a shareholder stockholder of the CorporationCompany, except as otherwise required by applicable law and except for, in the case of a holder of a Certificate (other than shares of Common Stock to be cancelled canceled pursuant to Section 2.2(a3.2(a) hereof and other than shares or held by Dissenting ShareholdersStockholders), the right to surrender his or her Certificate in exchange for payment of the Merger Consideration or, in the case of a Dissenting ShareholderStockholder, to perfect his or her right to receive payment for his or her shares pursuant to the law of the State of Delaware law if such holder has validly perfected and not withdrawn or otherwise lost his or her right to receive payment for his or her shares, and no transfer of shares of Common Stock shall be made on the stock transfer books of the Surviving Corporation. Certificates presented to the Surviving Corporation after the Effective Time shall be cancelled canceled and exchanged for cash as provided in this Article IIIII. At the close of business on the day of the Effective Time the stock ledger of the Corporation Company with respect to Common Stock shall be closed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Royal Ahold), Agreement and Plan of Merger (Us Foodservice/Md/)

No Further Rights of Transfers. At and after the Effective Time, each holder of a Certificate shall cease to have any rights as a shareholder stockholder of the CorporationCompany, except for, in the case of a holder of a Certificate (other than shares to be cancelled pursuant to Section 2.2(a1.02(a) hereof and other than shares held by Dissenting ShareholdersStockholders), the right to surrender his or her Certificate in exchange for payment of the Merger Consideration or, in the case of a Dissenting ShareholderStockholder, to perfect his or her right to receive payment for his or her shares pursuant to Delaware law if such holder has validly perfected and not withdrawn his or her right to receive payment for his or her shares, and no transfer of shares of Common Stock shall be made on the stock transfer books of the Surviving Corporation. Certificates presented to the Surviving Corporation after the Effective Time shall be cancelled and exchanged for cash as provided in this Article II. I. At the close of business on the day of the Effective Time the stock ledger of the Corporation Company with respect to Common Stock shall be closed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (DMW Worldwide Inc), Agreement and Plan of Merger (Americomm Direct Marketing Inc)

No Further Rights of Transfers. At and after the Effective Time, each holder of a Certificate Common Stock shall cease to have any rights as a shareholder stockholder of the CorporationCompany, except as otherwise required by applicable law and except for, in the case of a holder of a Certificate (other than shares Shares to be cancelled canceled pursuant to Section 2.2(a3.2(a) hereof and other than shares or held by Dissenting ShareholdersStockholders), the right to surrender his or her Certificate in exchange for payment of the Merger Consideration or, in the case of a Dissenting ShareholderStockholder, to perfect his or her right to receive payment for his or her shares Shares pursuant to the laws of the State of Delaware law if such holder has validly perfected and not withdrawn or otherwise lost his or her right to receive payment for his or her sharesShares, and no transfer of shares of Common Stock shall be made on the stock transfer books of the Surviving Corporation. Certificates presented to the Surviving Corporation after the Effective Time shall be cancelled canceled and exchanged for cash as provided in this Article IIIII. At the close of business on the day of the Effective Time the stock ledger of the Corporation Company with respect to Common Stock shall be closed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (T Netix Inc), Agreement and Plan of Merger (T Netix Inc)

No Further Rights of Transfers. At and after the Effective Time, each holder of a Certificate shall cease to have any rights as a shareholder stockholder of the CorporationCompany, except for, in the case of a holder of a Certificate (other than shares to be cancelled pursuant to Section 2.2(a2.02(a) hereof and other than shares held by Dissenting ShareholdersStockholders), the right to surrender his or her Certificate in exchange for payment of the Merger Consideration or, in the case of a Dissenting ShareholderStockholder, to perfect his or her right to receive payment for his or her shares pursuant to Delaware law if such holder has validly perfected and not withdrawn his or her right to receive payment for his or her shares, and no transfer of shares of Common Stock shall be made on the stock transfer books of the Surviving Corporation. Certificates presented to the Surviving Corporation after the Effective Time shall be cancelled and exchanged for cash as provided in this Article II. At the close of business on the day of the Effective Time the stock ledger of the Corporation Company with respect to Common Stock shall be closed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nimbus Cd International Inc), Agreement and Plan of Merger (Carlton Communications PLC)

No Further Rights of Transfers. At and after the Effective Time, ------------------------------ each holder of a Certificate shall cease to have any rights as a shareholder stockholder of the CorporationSMGH, except for, in the case of a holder of a Certificate (other than shares of capital stock to be cancelled pursuant to Section 2.2(a1.2(a) hereof and other than shares held by Dissenting ShareholdersStockholders), the right to surrender his or her Certificate in exchange for payment of the Merger Consideration or, in the case of a Dissenting Shareholder, to perfect his or her right to receive payment for his or her shares pursuant to Delaware law if such holder has validly perfected and not withdrawn or otherwise lost his or her right to receive payment for his or her shares, and no transfer of shares of Common SMGH Preferred Stock shall be made on the stock transfer books of the Surviving Corporation. Certificates presented to the Surviving Corporation after the Effective Time shall be cancelled and exchanged for cash as provided in this Article II. I. At the close of business on the day of the Effective Time the stock ledger of the Corporation SMGH with respect to Common Stock capital stock of SMGH shall be closed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Royal Ahold)

No Further Rights of Transfers. At and after the Effective TimeDate, each holder of a Certificate shall cease to have any rights as a shareholder stockholder of the CorporationCompany, except for, in the case of a holder of a Certificate (other than shares to be cancelled canceled pursuant to Section 2.2(a2.5(b) hereof and other than shares held by Dissenting ShareholdersStockholders), the right to surrender his or her Certificate in exchange for payment of the Merger Consideration or, in the case of a Dissenting ShareholderStockholder, to perfect his or her right to receive payment for his or her shares Shares pursuant to the Delaware law Law if such holder has validly perfected and not withdrawn his or her right to receive payment for his or her sharesShares, and no transfer of shares of Common Stock Shares shall be made on the stock transfer books of the Surviving Corporation. Certificates presented to the Surviving Corporation after the Effective Time Date shall be cancelled canceled and exchanged for cash as provided in this Article II2. At the close of business on the day of the Effective Time Date, the stock ledger of the Corporation Company with respect to Common Stock shall be closed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Childrens Discovery Centers of America Inc)

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No Further Rights of Transfers. At and after the Effective ------------------------------ Time, each holder of a Certificate Stock shall cease to have any rights as a shareholder stockholder of the CorporationCompany, except for, in the case of a holder of a Certificate (other than shares of Stock to be cancelled canceled pursuant to Section 2.2(a) hereof and other than shares or held by Dissenting ShareholdersStockholders), the right to surrender his or her Certificate in exchange for payment of the Applicable Merger Consideration or, in the case of a Dissenting ShareholderStockholder, to perfect his or her right to receive payment for his or her shares pursuant to the laws of the State of Delaware law if such holder has validly perfected and not withdrawn or otherwise lost his or her right to receive payment for his or her shares, and no transfer of shares of Common Stock shall be made on the stock transfer books of the Surviving Corporation. Certificates presented to the Surviving Corporation after the Effective Time shall be cancelled canceled and exchanged for cash as provided in this Article II. At the close of business on the day of the Effective Time the stock ledger of the Corporation Company with respect to Common Stock shall be closed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Royal Ahold)

No Further Rights of Transfers. At and after the Effective Time, each holder of a Certificate shall cease to have any rights as a shareholder of the CorporationCompany, except for, in the case of a holder of a Certificate (other than shares to be cancelled pursuant to Section 2.2(a2.02(a) hereof and other than shares held by Dissenting Shareholders), the right to surrender his or her Certificate in exchange for payment of the Merger Consideration or, in the case of a Dissenting Shareholder, to perfect his or her right to receive payment for his or her shares pursuant to Delaware New York law if such holder has validly perfected and not withdrawn his or her right to receive payment for his or her shares, and no transfer of shares of Common Stock shall be made on the stock transfer books of the Surviving Corporation. Certificates presented to the Surviving Corporation after the Effective Time shall be cancelled and exchanged for cash as provided in this Article II. At the close of business on the day of the Effective Time the stock ledger of the Corporation Company with respect to Common Stock shall be closed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Raymond Corp)

No Further Rights of Transfers. At and after the Effective Time, each holder of a Certificate shall cease to have any rights as a shareholder of the CorporationCompany, except for, in the case of a holder of a Certificate (other than shares to be cancelled canceled pursuant to Section 2.2(a2.04(a) hereof and other than shares held by Dissenting Shareholders), the right to surrender his or her Certificate in exchange for payment of the Merger Consideration or, in the case of a Dissenting Shareholder, to perfect his or her right to receive payment for his or her shares pursuant to Delaware law the FBCA if such holder has validly perfected and not withdrawn his or her right to receive payment for his or her shares, and no transfer of shares of Common Stock shall be made on the stock transfer books of the Surviving Corporation. Certificates presented to the Surviving Corporation after the Effective Time shall be cancelled canceled and exchanged for cash as provided in this Article II. At the close of business on the day of the Effective Time the stock ledger of the Corporation Company with respect to Common Stock shall be closed.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Echelon International Corp)

No Further Rights of Transfers. At and after the ------------------------------ Effective Time, each holder stockholder of a Certificate the Company shall cease to have any rights as a shareholder stockholder of the CorporationCompany, except for, in the case of a holder of a Certificate (other than Certificates representing shares of Common Stock to be cancelled canceled pursuant to Section 2.2(a3.2(a) hereof and other than shares or held by Dissenting ShareholdersStockholders), the right to surrender his or her Certificate in exchange for payment of the Merger Consideration or, in the case of a Dissenting ShareholderStockholder, to perfect his or her right to receive payment for his or her shares pursuant to the laws of the State of Delaware law if such holder has validly perfected and not withdrawn or otherwise lost his or her right to receive payment for his or her shares, and no transfer of shares of Common Stock shall be made on the stock transfer books of the Surviving Corporation. Certificates presented to the Surviving Corporation after the Effective Time shall be cancelled canceled and exchanged for cash as provided in this Article IIIII. At the close of business on the day of the Effective Time the stock ledger of the Corporation with respect to Common Stock Company shall be closed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (New England Business Service Inc)

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