Stock Transfer Books; No Further Ownership Rights. At and after the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registrations of transfers of shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided for herein or by Applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation, Parent or the Paying Agent for any reason, they shall be cancelled and exchanged for the Merger Consideration as provided in this Section 2.5, subject to Section 2.5(e).
Appears in 2 contracts
Samples: Merger Agreement (Ravenswood Winery Inc), Merger Agreement (Canandaigua B V)
Stock Transfer Books; No Further Ownership Rights. At and after the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registrations of transfers of shares of Company Common Stock Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common StockShares, except as otherwise provided for herein or by Applicable Lawapplicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation, Parent or the Paying Agent for any reason, they shall be cancelled canceled and exchanged for the Merger Consideration as provided in this Section 2.5, subject to Section 2.5(e)2.7.
Appears in 1 contract
Samples: Merger Agreement (Fujitsu LTD/Jp/)
Stock Transfer Books; No Further Ownership Rights. At and after Commencing at the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registrations registration of transfers of shares of Company Common Stock Shares thereafter on the records of the CompanyCompany other than as required to comply with the terms of this Agreement. From At and after the Effective Time, the holders each holder of Certificates evidencing ownership of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time a Certificate shall cease to have any rights with respect to such shares of Company Common Stockas a Shareholder, except as otherwise provided for herein the right to surrender his or by Applicable Lawher Certificate in exchange for the applicable Per Share Merger Consideration and no transfer of Shares shall be made on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates are presented to Parent or the Surviving Corporation, Parent or the Paying Agent for any reason, they shall be cancelled and exchanged for the applicable Per Share Merger Consideration as provided in this Section 2.5, subject to Section 2.5(e)for herein.
Appears in 1 contract
Samples: Merger Agreement (Computer Associates International Inc)
Stock Transfer Books; No Further Ownership Rights. At and after the ------------------------------------------------- Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registrations of transfers of shares of Company Common Stock Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common StockShares, except as otherwise provided for herein or by Applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation, Parent or the Paying Agent for any reason, they shall be cancelled canceled and exchanged for the Merger Consideration as provided in this Section 2.5, subject to Section 2.5(e)2.7.
Appears in 1 contract
Stock Transfer Books; No Further Ownership Rights. At and after the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registrations of transfers of shares of Company Common Stock Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common StockShares, except as otherwise provided for herein or by Applicable Lawapplicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation, Parent or the Paying Agent for any reason, they shall be cancelled canceled and exchanged for the Merger Consideration as provided in this Section 2.5, subject to Section 2.5(e).2.7. SECTION
Appears in 1 contract
Samples: Merger Agreement (Amdahl Corp)