Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration 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 representing shares of Company Common Stock 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 in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Parexel International Corp), Agreement and Plan of Merger (Careinsite Inc), Agreement and Plan of Merger (Healtheon Webmd Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration 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 representing shares of Company Common Stock 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 in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Exchange Agent (or Parent for any reason reason) shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.4(f) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.4(d).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (Jacor Communications Inc), Agreement and Plan of Merger (Macdonald James L)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of shares of the Company Common Stock thereafter on the records of the CompanyShares. From and after the Effective Time, the holders of Certificates representing shares ownership of the Company Common Stock Shares 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 in this Agreement or by Lawfor herein. On or after the Effective Time, any Certificates presented to the Exchange Agent Agent, the Surviving Company or Parent the transfer agent for any reason shall be converted into shares of Parent the Company Common StockShare Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock to which be issued or paid in consideration therefor in accordance with the holders thereof are entitled pursuant to Section 2.02(e) procedures set forth in this Article II, any Other Payments deliverable hereunder and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)in respect of Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Financial Realty Trust), Agreement and Plan of Merger (Gramercy Capital Corp), Agreement and Plan of Merger (Morgan Stanley)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration 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 representing shares of Company Common Stock Shares 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 in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares the amount of cash and number of Parent Common StockShares to which the holders thereof are entitled pursuant to Section 2.01, any cash in lieu of fractional shares of Parent Common Stock Shares to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ariba Inc), Agreement and Plan of Merger and Reorganization (Ariba Inc), Agreement and Plan of Merger and Reorganization (Freemarkets Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration 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 certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Usa Waste Services Inc), Agreement and Plan of Merger (James River Corp of Virginia), Agreement and Plan of Merger (Fort Howard Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration 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 certificates representing shares of Company Common Stock 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 in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.05(f) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.05(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Federal Paper Board Co Inc), Agreement and Plan of Merger (International Paper Co /New/)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration 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 certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.2(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.2(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wausau Paper Mills Co), Agreement and Plan of Merger (Mosinee Paper Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration 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 representing shares of Company Common Stock 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 in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.4(f) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.4(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (Universal Outdoor Holdings Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration 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 representing shares of Company Common Stock 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 in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Exchange Agent (or Parent for any reason reason) shall promptly be converted into exchanged for certificates representing shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.4(f) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.4(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SFX Entertainment Inc), Agreement and Plan of Merger (Clear Channel Communications Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of shares of Company Common Stock thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.2(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.2(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Motorola Inc), Agreement and Plan of Merger (General Instrument Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration 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 representing shares of Company Common Stock Shares 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 in this Agreement or by Law. On or after the Effective TimeIf Purchaser effects an Exchange Offer, any Certificates presented to the Exchange Agent or Parent on or after the Effective Time for any reason shall be converted into the Share Consideration, including shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e3.02(a)(v) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c3.02(a)(iii).
Appears in 2 contracts
Samples: Transaction Agreement (Rubicon Medical Corp), Transaction Agreement (Rubicon Medical Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of shares of Company Common Stock thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 2.2.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.2.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enliven Marketing Technologies Corp), Agreement and Plan of Merger (DG FastChannel, Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration 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 representing shares of Company Common Stock 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 in this Agreement or by Law. On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Exchange Agent or Parent for any reason shall be converted into shares of cancelled and exchanged for the Merger Consideration with respect to the Shares formerly represented by such Certificates or Book-Entry Shares to which the holders thereof are entitled pursuant to Section 2.04(a), and, if Parent Common Stockhas not exercised the Parent Cash Election, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof of such Certificates or Book-Entry Shares are entitled pursuant to Section 2.02(e3.01(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c3.01(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (World Heart Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of shares of Company Common Stock thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 2.2.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.2.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intuitive Surgical Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration 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 representing shares of Company Common Stock Shares 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 in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common StockShares pursuant to the terms set forth in this Article II, any cash in lieu of fractional shares of Parent Common Stock Shares to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the stock 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 thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 2.2.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.2.3.
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of shares of Company Common Stock thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent the Surviving Corporation Common Stock, any cash in lieu of fractional shares of Parent the Surviving Corporation Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.3(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.3(c).
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration 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 representing shares of Company Common Stock Shares 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 in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares canceled in exchange for the amount of Parent Common Stock, any cash in lieu of fractional shares of Parent Common the Cash Consideration and the Stock Consideration to which the holders thereof are entitled pursuant to Section 2.02(e3.01, any cash in lieu of fractional Parent Common Shares to which the holders thereof are entitled pursuant to Section 3.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c3.02(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration 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 certificates representing shares of Company Common Stock 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 in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.04(f) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.04(d).. SECTION 2.06
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amvestors Financial Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration 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 representing shares of Company Common Stock Shares 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 in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common Stock, a portion of the Cash Consideration, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the stock 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 thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Capital Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 2.3.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.3.3.
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration 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 certificates representing shares of Company Common Stock 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 in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.04(f) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.04(d).
Appears in 1 contract
Samples: Amended and Restated Agreement and Plan of Merger (Amerus Life Holdings Inc)