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 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, except as otherwise provided for herein or by Applicable Law. If, after the Effective Time, Certificates representing shares of Company Common Stock are presented to the Surviving Corporation, Parent or the Paying Agent for any reason, they shall be canceled and exchanged for the Merger Consideration as provided in this Section 1.7.
Appears in 2 contracts
Samples: Employment Agreement (Targetti Sankey Spa), Voting Agreement (Tivoli Industries 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 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 sharesshares of Company Common Stock, except as otherwise provided for herein or by Applicable Law. If, after the Effective Time, Certificates representing shares of Company Common Stock are presented to the Surviving Corporation, Parent or the Paying Agent for any reason, they shall be canceled cancelled and exchanged for the Merger Consideration as provided in this Section 1.7.2.5, subject to Section 2.5(e). ----------- --------------
Appears in 1 contract
Samples: Agreement and Plan of Merger (Constellation Brands Inc)
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 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 sharesas 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 representing shares of Company Common Stock are presented to Parent or the Surviving Corporation, Parent or the Paying Agent for any reason, they shall be canceled cancelled and exchanged for the applicable Per Share Merger Consideration as provided in this Section 1.7for herein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Computer Associates International Inc)