Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Entity for any reason shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Signature Office Reit Inc), Agreement and Plan of Merger (Griffin Capital Essential Asset REIT, Inc.), Agreement and Plan of Merger (Griffin Capital Essential Asset REIT, Inc.)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, closed and thereafter there shall be no further registration of transfers of shares Shares thereafter on the records of Company Common Stockthe Company. From and after the Effective Time, Persons who held shares the holders of Company Common Stock Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such sharesShares, except as otherwise provided for hereinin this Agreement or by Law. On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Exchange Paying Agent or the Surviving Entity Parent for any reason shall be cancelled and exchanged for canceled against delivery of the Merger Consideration with respect to which the shares of Company Common Stock formerly represented therebyholders thereof are entitled pursuant to Section 2.01(a).
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Silk Road Medical Inc), Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Axonics, Inc.)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter and, thereafter, there shall be no further registration of transfers of shares of Company Common StockShares theretofore outstanding on the records of the Company. From and after the Effective Time, Persons who held shares the holders of certificates representing Company Common Stock Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such sharesCompany Common Shares, except as otherwise provided for hereinherein or by applicable Laws. On or and after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Entity Parent for any reason shall be cancelled and exchanged for converted into the Merger Consideration with respect to the shares of Company Common Stock formerly represented therebyConsideration, without interest.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Boeing Co), Agreement and Plan of Merger (Jamdat Mobile Inc), Agreement and Plan of Merger (Radiologix Inc)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Entity for any reason shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (American Realty Capital Properties, Inc.), Agreement and Plan of Merger (Cole Credit Property Trust Inc), Agreement and Plan of Merger (Realty Income Corp)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Entity for any reason shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock Stock, formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Westport Innovations Inc), Agreement and Plan of Merger (Fuel Systems Solutions, Inc.)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Entity for any reason reason, or any Book-Entry Shares for which transfer is sought for any reason, shall be cancelled and exchanged for the Aggregate Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Summit Financial Services Group Inc), Agreement and Plan of Merger (Summit Financial Services Group Inc)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Entity for any reason shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nationwide Health Properties Inc), Agreement and Plan of Merger (Ventas Inc)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Entity of the Parent Merger for any reason shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stratex Oil & Gas Holdings, Inc.), Agreement and Plan of Merger (RICHFIELD OIL & GAS Co)
Share Transfer Books. At From and after the Effective Time, the share transfer books of the Company shall be closed, closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for hereinin this Agreement. On or after the Effective Time, any Certificates or Book-Entry Shares of Company presented to the Exchange Agent or the Surviving Entity for any reason shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inland Diversified Real Estate Trust, Inc.), Agreement and Plan of Merger (Kite Realty Group Trust)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Entity for any reason reason, or any Book-Entry Shares for which transfer is sought for any reason, shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RCS Capital Corp), Agreement and Plan of Merger (Investors Capital Holdings LTD)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates of the Company presented to the Exchange Agent Paying Agent, Surviving Corporation or the Surviving Entity transfer agent for any reason shall be cancelled and exchanged for the Company Common Stock Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pomeroy It Solutions Inc), Agreement and Plan of Merger (Pomeroy It Solutions Inc)
Share Transfer Books. At From and after the Effective Time, the share transfer books of the Company shall be closed, closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or From and after the Effective Time, any Certificates presented to the Exchange Agent Paying Agent, Surviving Corporation or the Surviving Entity transfer agent for any reason shall be cancelled and exchanged for the Company Common Stock Merger Consideration with respect to the shares of Company Common Stock formerly represented therebythereby in accordance with the procedures set forth in this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Physicians Formula Holdings, Inc.), Agreement and Plan of Merger (Physicians Formula Holdings, Inc.)
Share Transfer Books. At From and after the Effective Time, the share transfer books of the Company shall be closed, closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for hereinin this Agreement. On or after the Effective Time, any Certificates or Book-Entry Shares of Company presented to the Exchange Agent Agent, Parent or the Surviving Entity for any reason shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kite Realty Group, L.P.), Agreement and Plan of Merger (Retail Properties of America, Inc.)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons who held shares of Company Common Stock or Company Restricted Shares immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Entity for any reason shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (American Realty Capital Healthcare Trust Inc)
Share Transfer Books. At and after the Effective Time, there shall be no transfers on the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of any shares of Company Common StockStock that were outstanding immediately prior to the Effective Time. From and If, after the Effective Time, Persons who held shares Certificates of the Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates are presented to the Exchange Agent or the Surviving Entity for any reason Corporation, they shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock formerly represented therebythereby shall be converted as provided in Section 1.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Equinox Holdings Inc)
Share Transfer Books. At the Effective Time, the The share transfer books of the Company shall be closed, closed at the Effective Time and thereafter there shall be no further registration of transfers of shares of Company Common StockStock on the records of the Company. From and after the Effective Time, Persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates (or effective affidavits of loss in lieu thereof) presented to the Exchange Agent or the Surviving Entity Parent for any reason shall be cancelled and exchanged for converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 1 contract
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Exchange Agent or the Surviving Entity for any reason shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Realty Capital Global Trust II, Inc.)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, closed and thereafter there shall be no further registration of transfers of shares of the Company Common StockShares. From and after the Effective Time, Persons persons who held shares of Company Common Stock Shares immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates of the Company (or affidavits of loss in lieu thereof) presented to the Exchange Agent or Paying Agent, the Surviving Entity or the transfer agent for any reason shall be cancelled and exchanged for the Company Common Share Merger Consideration Consideration, with respect to the shares of Company Common Stock Shares formerly represented thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boston Capital Real Estate Investment Trust Inc)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Entity for any reason shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ballard Power Systems Inc.)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of [AGREEMENT AND PLAN OF MERGER] shares of Company Common Stock. From and after the Effective Time, Persons persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates or other shares of Company Common Stock presented to the Exchange Agent or the Surviving Entity Corporation for any reason shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brookdale Senior Living Inc.)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Capital Stock. From and after the Effective Time, Persons who held shares of Company Common Capital Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Entity for any reason shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 1 contract
Samples: Unconditional Secured Guaranty and Pledge Agreement (Mandalay Digital Group, Inc.)
