Common use of Stock Transfer Books Clause in Contracts

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At or after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Agent, Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, be converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.

Appears in 2 contracts

Samples: Merger Agreement (Nashua Corp), Merger Agreement (Nashua Corp)

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Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, Time and there shall be no further registration of transfers of shares of Company Common Stock thereafter outstanding immediately prior to the Effective Time on the records of the Company. At or From and after the Effective Time, any Certificates or Book Entry Shares representing shares of Company Common Stock outstanding immediately prior to the Effective Time that are presented to the Exchange Agent, Agent or Parent or the Surviving Corporation for any reason shall, subject shall represent only the right to compliance with the provisions of this Article II by the holder thereof, be converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented therebythereby in accordance with Section 1.13 hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Land Lease Inc), Merger Agreement (GCP Sunshine Acquisition, Inc. A Delaware Corp)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At or after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Paying Agent, Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II 2 by the holder thereof, be converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.

Appears in 2 contracts

Samples: Merger Agreement (Cadmus Communications Corp/New), Merger Agreement (Cenveo, Inc)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, Time and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At On or after the Effective Time, any Certificates or Book Entry all Shares presented to the Exchange Agent, Agent or Parent or the Surviving Corporation for any reason shall, subject to compliance in accordance with the provisions of this Article II by the holder thereof, Agreement shall be converted into the right to receive the Merger Consideration and any Cash Payment payable with respect to the shares of Company Common Stock formerly represented thereby.

Appears in 2 contracts

Samples: Merger Agreement (Chesapeake Utilities Corp), Merger Agreement (Florida Public Utilities Co)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At or after the Effective Time, any the Certificates or Book Book-Entry Shares presented to the Exchange Paying Agent, Parent or the Surviving Corporation for any reason or Parent shall, subject to compliance with the provisions of this Article II 2 by the holder thereof, be converted into represent only the right to receive the Merger Consideration Per Share Price with respect to the shares of Company Common Stock formerly represented thereby.

Appears in 1 contract

Samples: Merger Agreement (Bowl America Inc)

Stock Transfer Books. The At the Effective Time, the stock transfer books of the Company shall be closed immediately upon the Effective Timeclosed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons who held shares of Company Common Stock thereafter on immediately prior to the records of the CompanyEffective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. At On or after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Agent, Parent Paying Agent or the Surviving Corporation Entity for any reason shall, subject to compliance with shall be exchanged for the provisions of this Article II by the holder thereof, be converted into the right to receive the applicable Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.

Appears in 1 contract

Samples: Merger Agreement (Inland Real Estate Corp)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At or after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Paying Agent, Parent Purchaser or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II 2 by the holder thereof, be converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented therebythereby subject to the provisions of applicable Law in the case of Dissenting Shares.

Appears in 1 contract

Samples: Merger Agreement (Turbosonic Technologies Inc)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, Time and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At On or after the Effective Time, any Certificates Company Certificate or Book notice of Book-Entry Shares presented to the Exchange Agent, Parent Paying Agent or the Surviving Corporation Purchaser for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, shall be converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.thereby.‌

Appears in 1 contract

Samples: Merger Agreement

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At On or after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Agent, Paying Agent or Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, shall be converted into the right to receive the Merger Consideration with respect to which the shares of Company Common Stock formerly represented therebyholders thereof are entitled pursuant to Section 2.1.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Triquint Semiconductor Inc)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At or after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Paying Agent, Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II 2 by the holder thereof, be canceled and converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.

Appears in 1 contract

Samples: Merger Agreement (National Dentex Corp /Ma/)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of or transfers of shares of Company Common Stock thereafter on the records of the Company. At or after the Effective Time, any Certificates or Book Book-Entry Shares presented to the Exchange Paying Agent, Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II 2 by the holder thereof, be cancelled and converted into the right to receive the Merger Consideration Consideration, without any interest thereon, with respect to the shares of Company Common Stock formerly represented thereby.

Appears in 1 contract

Samples: Merger Agreement (Assisted Living Concepts Inc)

Stock Transfer Books. The At the Effective Time, the stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of Company Common Stock (other than any shares of Company Common Stock held by the Parent or the Parent Affiliates), Roll-Over Options or Company Options thereafter on the records of the Company. At or From and after the Effective Time, any Certificates the holders of certificates representing such shares outstanding, options or Book Entry Shares presented warrants immediately prior to the Exchange Agent, Parent or the Surviving Corporation for Effective Time shall cease to have any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, be converted into the right to receive the Merger Consideration rights with respect to the such shares of Company Common Stock formerly represented therebyexcept as otherwise provided herein or by any applicable Laws.

Appears in 1 contract

Samples: Merger Agreement (NBC Acquisition Corp)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, Time and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At On or after the Effective Time, any Company Certificates or Book Entry Shares presented to the Exchange Agent, Parent Paying Agent or the Surviving Corporation Purchaser for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, shall be converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.

Appears in 1 contract

Samples: Merger Agreement (Stage Stores Inc)

Stock Transfer Books. The At the Effective Time, the stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At From and after the Effective Time, the holders of Certificates representing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such 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, Parent Agent or the Surviving Corporation Rxxx for any reason shall, subject to compliance shall be converted into the Per Share Merger Consideration in accordance with the provisions of this Article II by the holder thereof, be converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented therebyAgreement.

Appears in 1 contract

Samples: Business Combination Agreement (Roth CH Acquisition v Co.)

Stock Transfer Books. The At the Effective Time, the stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock or Company Preferred Stock thereafter on the records of the Company. At or From and after the Effective Time, any the holders of Certificates or Book Entry Shares presented to the Exchange Agent, Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, be converted into the right to receive the Merger Consideration with respect to the representing shares of Company Common Stock formerly represented therebyand Company Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock or Company Preferred Stock, except as otherwise provided in this Agreement or by Law.

Appears in 1 contract

Samples: Merger Agreement (Constellation Alpha Capital Corp.)

Stock Transfer Books. The stock transfer books of the Company Holdings shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Holdings Common Stock thereafter on the records of the CompanyHoldings. At On or after the Effective Time, any Holdings Certificates or Book Entry Shares presented to the Exchange Agent, Parent Fasteners or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, shall be converted into the right to receive the Merger Consideration with respect to the shares of Company Holdings Common Stock formerly represented therebythereby pursuant to the terms of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Scovill Holdings Inc)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, Time and there shall be no further registration of transfers of shares of Company Common Stock Shares thereafter on the records of the Company. At On or after the Effective Time, any Company Certificates or Book Entry Shares presented to the Exchange Agent, Parent Porter Bancorp or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, shall be converted xxxxxrted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock Shares formerly represented thereby.

Appears in 1 contract

Samples: Merger Agreement (Porter Bancorp, Inc.)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At or after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Paying Agent, Parent Purchaser or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II 2 by the holder thereof, be converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.

Appears in 1 contract

Samples: Merger Agreement (Oilgear Co)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, Time and there shall be no further registration of transfers of Company Stock Options or shares of Company Common Stock or Company Preferred Stock thereafter on the records of the Company. At On or after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Agent, Agent or Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, shall be converted into the right to receive the Merger Consideration with respect to the Company Stock Options or shares of Company Common Stock or Company Preferred Stock formerly represented thereby.

Appears in 1 contract

Samples: Merger Agreement (Energy Search Inc)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, Time and there shall be no further registration of transfers of shares of Company Common Stock or Company Preferred Stock thereafter on the records of the Company. At On or after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Agent, Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, shall be converted into the right to receive the Merger Consideration consideration provided in this Article 1 with respect to the shares of Company Common Stock formerly represented thereby, any cash in lieu of fractional shares and any dividends or other distributions to which the holders thereof are entitled pursuant to this Article 1.

Appears in 1 contract

Samples: Merger Agreement (Vought Aircraft Industries Inc)

Stock Transfer Books. The From and after the Company Merger Effective Time, the stock transfer books of the Company shall be closed immediately upon the Effective Timeclosed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Companyor Company Preferred Stock. At or From and after the Company Merger Effective Time, any Certificates Persons who held Company Common Stock or Book Entry Shares presented Company Preferred Stock outstanding immediately prior to the Exchange Agent, Parent or the Surviving Corporation for any reason shall, subject Company Merger Effective Time shall cease to compliance with the provisions of this Article II by the holder thereof, be converted into the right to receive the Merger Consideration have rights with respect to the shares of Company Common Stock formerly represented therebysuch shares, except as otherwise provided for in this Agreement or by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Preferred Apartment Communities Inc)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At or after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Paying Agent, Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II 2 by the holder thereof, be converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.

Appears in 1 contract

Samples: Merger Agreement (Johnson Controls Inc)

Stock Transfer Books. The At the Effective Time, the stock transfer books of the Company with respect to all shares of capital stock of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of or transfers of such shares of Company Common Stock capital stock shall thereafter be made on the records of the Company. At On or after the Effective Time, any Certificates or Book Entry Shares for shares of Common Stock (excluding any shares described in Sections 2.1(b) and (c) and Dissenting Shares) presented to the Exchange Paying Agent, Parent or the Surviving Corporation or Acquiror for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, shall be converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented therebyConsideration.

Appears in 1 contract

Samples: Merger Agreement (Hagler Bailly Inc)

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Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, Time and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At On or after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Agent, Parent or the Surviving Corporation or Regent for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, shall be converted into the right to receive the Merger Consideration Preferred Shares with respect to the shares of Company Common Stock formerly represented therebythereby at the Exchange Ratio.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Regent Group Inc /De)

Stock Transfer Books. The From and after the Merger Effective Time, the stock transfer books of the Company shall be closed immediately upon the Effective Timeclosed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Companyor Company Convertible Stock. At or From and after the Merger Effective Time, any Certificates Persons who held Company Common Stock or Book Entry Shares presented Company Convertible Stock outstanding immediately prior to the Exchange Agent, Parent or the Surviving Corporation for any reason shall, subject Merger Effective Time shall cease to compliance with the provisions of this Article II by the holder thereof, be converted into the right to receive the Merger Consideration have rights with respect to the shares of Company Common Stock formerly represented therebysuch shares, except as otherwise provided for in this Agreement or by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Resource REIT, Inc.)

Stock Transfer Books. The At the Effective Time, the stock transfer books of the Company shall be closed immediately upon the Effective Time, 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. At or From and after the Effective Time, any Certificates certificates or Book Entry book entry Shares presented to the Exchange Paying Agent, Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, be converted into shall represent the right to receive the Merger Consideration with payable in respect to of the shares of Company Common Stock formerly represented thereby.

Appears in 1 contract

Samples: Merger Agreement (Forestar Group Inc.)

Stock Transfer Books. The At the Effective Time, the stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At From and after the Effective Time, the holders of Certificates representing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such 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, Parent Agent or the Surviving Corporation BAC for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, shall be converted into the right to receive the Merger Transaction Consideration in accordance with respect to the shares of Company Common Stock formerly represented therebySection 3.01.

Appears in 1 contract

Samples: Business Combination Agreement (Berenson Acquisition Corp. I)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, Time and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At or If, after the Effective Time, any Certificates or Book Entry Uncertificated Shares presented to the Exchange Agent, Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, be converted into the right to receive the Merger Consideration with respect to the formerly representing shares of Company Common Stock formerly represented therebyare presented to Parent, Merger Sub or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (American Oil & Gas Inc)

Stock Transfer Books. The At the Effective Time, the stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At From and after the Effective Time, the holders of Certificates representing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such 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, Parent Agent or the Surviving Corporation DCRB for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, shall be converted into the right to receive the Per Share Merger Consideration in accordance with respect to the shares of Company Common Stock formerly represented therebyprovisions hereof.

Appears in 1 contract

Samples: Business Combination Agreement (Decarbonization Plus Acquisition Corp)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, Time and there shall be no further registration of transfers of shares of Company Common Stock Interests thereafter on the records of the Company. At On or after the Effective Time, any Certificates or Book Entry Shares Company Certificate presented to the Exchange Agent, Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, shall be converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock Interests formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled and any dividends or other distributions to which the holders thereof are entitled.

Appears in 1 contract

Samples: Merger Agreement (Brampton Crest International Inc)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At or after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Paying Agent, Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II 2 by the holder thereof, be converted into represent only the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.

Appears in 1 contract

Samples: Merger Agreement (Fieldstone Investment Corp)

Stock Transfer Books. The At the Effective Time, the stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock or Company Preferred Stock thereafter on the records of the Company. At or From and after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Agent, Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, be converted into the right to receive the Merger Consideration with respect to the shares holders of Company Common Stock formerly represented therebyor Company Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Common Stock or Company Preferred Stock, except as otherwise provided in this Agreement or by Law.

Appears in 1 contract

Samples: Business Combination Agreement (Novus Capital Corp)

Stock Transfer Books. The From and after the Company Merger Effective Time, the stock transfer books of the Company shall be closed immediately upon the Effective Timeclosed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Company Merger Effective Time, Persons who held Company Common Stock thereafter on the records of the Company. At or after the Effective Time, any Certificates or Book Entry Shares presented outstanding immediately prior to the Exchange Agent, Parent or the Surviving Corporation for any reason shall, subject Company Merger Effective Time shall cease to compliance with the provisions of this Article II by the holder thereof, be converted into the right to receive the Merger Consideration have rights with respect to the shares of Company Common Stock formerly represented therebysuch shares, except as otherwise provided for in this Agreement or by Applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Retail Opportunity Investments Partnership, LP)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At or after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Paying Agent, Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II ARTICLE 2 by the holder thereof, be converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.

Appears in 1 contract

Samples: Merger Agreement (York International Corp /De/)

Stock Transfer Books. The stock transfer books of the Company Companies shall be closed immediately upon the Effective Time, Time and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the CompanyCompanies. At On or after the Effective Time, any Certificates or Book Entry Shares all shares of Company Common Stock presented to the Exchange Agent, Parent or the Surviving Corporation for any reason shall, subject to compliance in accordance with the provisions of this Article II by the holder thereof, Agreement shall be converted into the right to receive the Merger Consideration and any Cash Payment payable with respect to the shares of Company Common Stock formerly represented thereby.

Appears in 1 contract

Samples: Merger Agreement (Energy West Inc)

Stock Transfer Books. The At the Effective Time, the stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At From and after the Effective Time, the holders of Certificates representing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such 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, Parent Agent or the Surviving Corporation SPAC for any reason shall, subject to compliance shall be converted into the Merger Consideration in accordance with the provisions of this Article II by the holder thereof, be converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented therebySection 3.01.

Appears in 1 contract

Samples: Business Combination Agreement (Maquia Capital Acquisition Corp)

Stock Transfer Books. The stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. At or after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Paying Agent, Parent or the Surviving Corporation for any reason shall, subject to compliance with the provisions of this Article II by the holder thereof, be converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.

Appears in 1 contract

Samples: Merger Agreement (MEDecision, Inc.)

Stock Transfer Books. The From and after the Merger Effective Time, the stock transfer books of the Company shall be closed immediately upon the Effective Timeclosed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Merger Effective Time, Persons who held Company Common Stock thereafter on the records of the Company. At or after the Effective Time, any Certificates or Book Entry Shares presented outstanding immediately prior to the Exchange Agent, Parent or the Surviving Corporation for any reason shall, subject Merger Effective Time shall cease to compliance with the provisions of this Article II by the holder thereof, be converted into the right to receive the Merger Consideration have rights with respect to the shares of Company Common Stock formerly represented therebysuch shares, except as otherwise provided for in this Agreement or by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Indus Realty Trust, Inc.)

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