Common use of Stock Transfer Books Clause in Contracts

Stock Transfer Books. At the Effective Time, the stock transfer books of Company shall each be closed, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of any such stock transfer books. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer records of Company at the Effective Time, a certificate or certificates representing the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been converted shall be issued to the transferee together with a cash payment in lieu of fractional shares, if any, in accordance with Section 3.04 hereof, and a cash payment in the amount of dividends, if any, in accordance with Section 3.02(d) hereof, if the certificate or certificates representing such shares of Company Common Stock is or are surrendered as provided in Section 3.02(c) hereof, accompanied by all documents required to evidence and effect such transfer and by evidence of payment of any applicable stock transfer tax.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc)

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Stock Transfer Books. (a) At the Effective Time, the stock transfer books of Company shall each be closed, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of any such stock transfer books. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer records of Company at the Effective Time, a certificate or certificates representing the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been converted shall be issued to the transferee together with a cash payment in lieu of fractional shares, if any, in accordance with Section 3.04 hereof, and a cash payment in the amount of dividends, if any, in accordance with Section 3.02(d3.02(e) hereof, if the certificate or certificates representing such shares of Company Common Stock is or are surrendered as provided in Section 3.02(c) hereof, accompanied by all documents required to evidence and effect such transfer and by evidence of payment of any applicable stock transfer tax.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Opticare Health Systems Inc), Stockholder Agreement (Doubleclick Inc)

Stock Transfer Books. (a) At the Effective Time, each of the stock transfer books of the Company with respect to shares of Company Capital Stock shall each be closed, and there shall be no further registration of transfers of shares of Company Common Capital Stock thereafter on the records of any such stock transfer books. In the event of a transfer of ownership of shares of Company Common Capital Stock that is not registered in the stock transfer records of Company the Company, at the Effective Time, a certificate or certificates representing the number of full shares of Parent Common Stock into which such shares of Company Common Capital Stock shall have been converted shall be issued to the transferee together with a cash payment in lieu of fractional shares, if any, in accordance with Section 3.04 hereof3.04, and a cash payment in the amount of dividendsPresurrender Dividends, if any, in accordance with Section 3.02(d) hereof3.02, if the certificate or certificates representing such shares of Company Common Capital Stock is or are surrendered as provided in Section 3.02(c) hereof3.02, accompanied by all documents required to evidence and effect such transfer and by evidence of payment of any applicable stock transfer tax.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Dura Pharmaceuticals Inc/Ca), Agreement and Plan of Merger and Reorganization (Sun Healthcare Group Inc), Agreement and Plan of Merger and Reorganization (Contour Medical Inc)

Stock Transfer Books. (a) At the Effective Time, the stock transfer books of Company shall each be closed, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of any such stock transfer books. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer records of Company at the Effective Time, a certificate or certificates representing the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been converted shall be issued to the transferee together with a cash payment in lieu of fractional shares, if any, in accordance with Section 3.04 hereof, and a cash payment in the amount of dividends, if any, in accordance with Section 3.02(d) hereof, if the certificate or certificates representing such shares of Company Common Stock is or are surrendered as provided in Section 3.02(c) hereof, accompanied by all documents required to evidence and effect such transfer and by evidence of payment of any applicable stock transfer tax.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Multex Com Inc), Agreement and Plan of Merger and Reorganization (Netcreations Inc)

Stock Transfer Books. At As of the Effective Time, the stock transfer books of Company shall each be closed, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of any such stock transfer books. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer records of Company at the Effective Time, a certificate or certificates representing the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been converted shall be issued to the transferee together with a cash payment in lieu of fractional shares, if any, in accordance with Section 3.04 hereof, and a cash payment in the amount of dividends, if any, in accordance with Section 3.02(d) hereof, if the certificate or certificates representing such shares of Company Common Stock Stock, as the case may be, is or are surrendered as provided in accordance with the provisions of Section 3.02(c) hereof, accompanied by all documents required to evidence and effect such transfer and by evidence of payment of any applicable stock transfer taxTax.

Appears in 3 contracts

Samples: Stockholder Agreement (Messagemedia Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Messagemedia Inc)

Stock Transfer Books. At As of the Effective Time, the stock transfer books of the Company shall each be closed, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of any such stock transfer books. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer records of the Company at the Effective Time, a certificate or certificates representing the number of full shares of Parent Common Stock into which such shares of Company Common Stock Stock, as the case may be, shall have been converted converted, if any, shall be issued to the transferee together with a cash payment in lieu of fractional shares, if any, in accordance with Section 3.04 2.4 hereof, and a cash payment in the amount of dividends, if any, in accordance with Section 3.02(d2.2(d) hereof, if the certificate or certificates representing such shares of Company Common Stock Stock, as the case may be, is or are surrendered as provided in Section 3.02(c2.2(c) hereof, accompanied by all documents required to evidence and effect such transfer and by evidence of payment of any applicable stock transfer tax.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Fermavir Pharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (Inhibitex, Inc.)

Stock Transfer Books. At As of the Effective Time, the stock transfer books of Company shall each be closed, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of any such stock transfer books. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer records of Company at the Effective Time, a certificate or certificates representing the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been converted shall be issued to the transferee together with a cash payment in lieu of fractional shares, if any, in accordance with Section 3.04 hereof, and a cash payment in the 7 amount of dividends, if any, in accordance with Section 3.02(d) hereof, if the certificate or certificates representing such shares of Company Common Stock Stock, as the case may be, is or are surrendered as provided in accordance with the provisions of Section 3.02(c) hereof, accompanied by all documents required to evidence and effect such transfer and by evidence of payment of any applicable stock transfer taxTax.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Doubleclick Inc)

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Stock Transfer Books. (a) At the Effective Timeeffective time, the stock transfer books of Company company shall each be closed, and there shall be no further registration of transfers of shares of Company Common Stock company common stock thereafter on the records of any such stock transfer books. In the event of a transfer of ownership of shares of Company Common Stock company common stock that is not registered in the stock transfer records of Company company at the Effective Timeeffective time, a certificate or certificates representing the number of full shares of Parent Common Stock parent common stock into which such shares of Company Common Stock company common stock shall have been converted shall be issued to the transferee together with a cash payment in lieu of fractional shares, if any, in accordance with Section section 3.04 hereof, and a cash payment in the amount of dividends, if any, in accordance with Section 3.02(dsection 3.02(e) hereof, if the certificate or certificates representing such shares of Company Common Stock company common stock is or are surrendered as provided in Section section 3.02(c) hereof, accompanied by all documents required to evidence and effect such transfer and by evidence of payment of any applicable stock transfer tax.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Abacus Direct Corp)

Stock Transfer Books. (a) At the Effective Time, the stock transfer books of Company shall each be closed, and there shall be no further registration of transfers of shares of Company Common Capital Stock thereafter on the records of any such stock transfer books. In the event of a transfer of ownership of shares of Company Common Capital Stock that is not registered in the stock transfer records of Company at the Effective Time, a certificate or certificates representing the number of full shares of Parent Common Stock into which such shares of Company Common Capital Stock shall have been converted shall be issued to the transferee together with a cash payment in lieu of fractional shares, if any, in accordance with Section 3.04 3.6 hereof, and a cash payment in the amount of dividends, if any, in accordance with Section 3.02(d3.2(d) hereof, if the certificate or certificates representing such shares of Company Common Capital Stock is or are surrendered as provided in Section 3.02(c3.2(c) hereof, accompanied by all documents required to evidence and effect such transfer and by evidence of payment of any applicable stock transfer tax.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sopheon PLC)

Stock Transfer Books. (a) At the Effective Time, each of the stock transfer books of the Company with respect to shares of Company Common Stock shall each be closed, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of any such stock transfer books. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer records of Company the Company, at the Effective Time, a certificate or certificates representing the number of full shares of Parent WAG Common Stock into which such shares of Company Common Stock shall have been converted shall be issued to the transferee together with a cash payment in lieu of fractional shares, if any, in accordance with Section 3.04 hereof3.04, and a cash payment in the amount of dividendsPresurrender Dividends, if any, in accordance with Section 3.02(d) hereof3.02, if the certificate or certificates representing such shares of Company Common Capital Stock is or are surrendered as provided in Section 3.02(c) hereof3.02, accompanied by all documents required to evidence and effect such transfer and by evidence of payment of any applicable stock transfer tax.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (World Access Inc)

Stock Transfer Books. At the Effective Time, the stock transfer books book of the Company shall each be closed, and there shall be no further registration of transfers of shares of the Company Common Stock thereafter on the records of any such stock transfer books. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer records of the Company at the Effective Time, a certificate or certificates representing the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been converted shall be issued to the transferee together with a cash payment in lieu of fractional shares, if any, in accordance with Section 3.04 hereof, and a cash payment in the amount of dividends, if any, in accordance with Section 3.02(d) hereof, if the certificate or certificates representing such shares of Company Common Stock is or are surrendered as provided in Section 3.02(c) hereof, accompanied by all documents required to evidence and effect such transfer and by evidence of payment of any applicable stock transfer tax.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jupiter Communications Inc)

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