Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Paying Agent or Parent for any reason shall be canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 10 contracts
Samples: Merger Agreement (Silk Road Medical Inc), Merger Agreement (Axonics, Inc.), Merger Agreement (Boston Scientific Corp)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed and closed, and, thereafter, there shall be no further registration of transfers of Company Common Shares thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of certificates representing Company Common Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Common Shares, except as otherwise provided in this Agreement herein or by Lawapplicable Laws. On or and after the Effective Time, any Certificates or Book-Entry Shares presented to the Paying Exchange Agent or Parent for any reason shall be canceled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Consideration, without interest.
Appears in 5 contracts
Samples: Merger Agreement (Jamdat Mobile Inc), Merger Agreement (Boeing Co), Merger Agreement (Radiologix Inc)
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesShares and as stockholders of the Company, except as otherwise (i) the right to receive the Merger Consideration in accordance with Section 2.01(a) or (ii) the right to receive only the payment provided by Section 262 of the DGCL in this Agreement or by Lawrespect of any Dissenting Shares (if applicable). On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Paying Agent or Parent for any reason shall be canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 4 contracts
Samples: Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp), Merger Agreement (Atrion 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 thereafter Company shares theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Paying Agent or Parent for any reason shall be canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Merger Agreement (Federal Realty Investment Trust), Merger Agreement (Kimco Realty OP, LLC)
Share Transfer Books. At As of 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 thereafter on the records of the Company. The Merger Consideration paid in accordance with the terms of this Section 2.03 shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided for in this Agreement or by applicable Law. On or If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Paying Agent or Parent Surviving Company for any reason reason, they shall be canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)cancelled and exchanged as provided in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Zoetis Inc.), Agreement and Plan of Merger (Abaxis 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 Company Capital Shares thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Shares Share Certificates representing Company Capital Shares, or Share Agreements representing Company RSUs, In-the-Money Company Options or In-the-Money Company Warrants, outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, thereto except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Paying Agent or Parent for any reason shall be canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).this
Appears in 1 contract
Samples: Agreement and Plan of Amalgamation
Share Transfer Books. At the Effective Time, the share transfer books of the Company shall be closed (after giving effect to the items contemplated by this Article III) and thereafter, there shall be no further registration of transfers of Company Shares thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time Certificates shall cease to have any rights with respect to such Shares, Company Shares except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Paying Agent or Parent for any reason shall be canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 1 contract
Samples: Merger Agreement (China Fire & Security Group, Inc.)