Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding 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 HoldingCo for any reason shall solely represent the right to receive the Merger Consideration issuable in respect of the shares of Company Common Stock formerly represented by such certificates without any interest thereon.
Appears in 8 contracts
Samples: Merger Agreement (Rocky Mountain Chocolate Factory Inc), Merger Agreement (Rocky Mountain Chocolate Factory, Inc.), Merger Agreement (Ada-Es 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 theretofore outstanding 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 Stock, except as otherwise provided in this Agreement or by law. On or after the Effective Time, any certificates presented to the exchange HoldingCo or its transfer agent or HoldingCo for any reason shall solely represent the right to receive the Merger Consideration issuable in respect of the shares of Company Common Stock formerly represented by such certificates without any interest thereon.
Appears in 3 contracts
Samples: Merger Agreement (American National Group Inc), Merger Agreement (American National Insurance Co), Merger Agreement (American National Insurance Co)
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 theretofore outstanding 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 Certificates shall cease to have any rights with respect to such shares of Company Common Stock formerly represented thereby, except as otherwise provided in this Agreement herein or by law. On or after the Effective Time, any certificates Certificates presented to the exchange agent Exchange Agent or HoldingCo Parent for any reason shall solely represent the right to receive be converted into the Merger Consideration issuable in with respect of to the shares of Company Common Stock formerly represented by such certificates without any interest thereonthereby.
Appears in 2 contracts
Samples: Merger Agreement (Oec Compression Corp), Merger Agreement (Hanover Compressor Co /)
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 theretofore (that were outstanding immediately prior to the Effective Time) thereafter on the records of the Company. From and after the Effective Time, the holders of certificates representing shares of Certificates and Uncertificated 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 formerly represented thereby, except as otherwise provided in this Agreement herein or by law. On or after the Effective Time, any certificates Certificates presented to the exchange agent Exchange Agent or HoldingCo Parent for any reason shall solely represent the right to receive be converted into the Merger Consideration issuable in with respect of to the shares of Company Common Stock formerly represented by such certificates without thereby, and any interest thereondividends or other distributions to which the holders thereof are entitled pursuant to Section 2.3.
Appears in 2 contracts
Samples: Merger Agreement (Zynga Inc), Merger Agreement (Take Two Interactive Software Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter thereafter, there shall be no further registration of transfers of shares of Company Common Stock 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 except as otherwise provided in this Agreement or by lawLaw. On or after the Effective Time, any certificates Certificates presented to the exchange agent Exchange Agent or HoldingCo Parent for any reason shall solely represent the right to receive be converted into the Merger Consideration issuable payable in respect of the shares of Company Common Stock formerly represented by such certificates without any interest thereonCertificates.
Appears in 2 contracts
Samples: Merger Agreement (Watson Pharmaceuticals Inc), Merger Agreement (Andrx Corp /De/)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company with respect to shares of Company Common Stock shall be closed closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding thereafter on the records of any such stock transfer books. In the Company. From and after the Effective Time, the holders event of certificates representing a transfer of ownership of shares of Company Common Stock outstanding immediately prior to that is not registered in the stock transfer records of the Company, at the Effective Time shall cease to have any rights with respect to Time, a certificate or certificates representing the number of full shares of Parent Common Stock into which 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 shall have been converted shall be issued to the exchange agent transferee in accordance with Section 2.4, if the certificate or HoldingCo for any reason shall solely represent the right to receive the Merger Consideration issuable in respect of the certificates representing such shares of Company Common Stock formerly represented is or are surrendered as provided in Section 2.2, accompanied by all documents required to evidence and effect such certificates without transfer and by evidence of payment of any interest thereonapplicable stock transfer tax.
Appears in 2 contracts
Samples: Merger Agreement (E-Medsoft Com), Merger Agreement (E-Medsoft Com)
Stock Transfer Books. At the Effective Time, the common 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 theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of certificates Certificates representing shares ownership of the 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 or by lawfor herein. On or after the Effective Time, any certificates Certificates presented to the exchange agent Paying Agent or HoldingCo Parent for any reason shall solely represent be converted into the right to receive the applicable Merger Consideration issuable in with respect of to the shares of Company Common Stock formerly represented by such certificates without any interest thereonthereby. On and after the Effective Time, a holder of a Company Stock Option shall have only the right to receive the Option Merger Consideration as provided in Section 2.1(e).
Appears in 2 contracts
Samples: Merger Agreement (CentraCore Properties Trust), Merger Agreement (Geo Group Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company with respect to shares of Company Common Stock shall be closed closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding thereafter on the records of any such stock transfer books. In the Company. From and after the Effective Time, the holders event of certificates representing a transfer of ownership of shares of Company Common Stock outstanding immediately prior to that is not registered in the stock transfer records of the Company, at the Effective Time shall cease to have any rights with respect to Time, a certificate or certificates representing the number of full shares of Parent Common Stock into which 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 shall have been converted shall be issued to the exchange agent transferee in accordance with Section 2.3, if the certificate or HoldingCo for any reason shall solely represent the right to receive the Merger Consideration issuable in respect of the certificates representing such shares of Company Common Stock formerly represented is or are surrendered as provided in Section 2.3, accompanied by all documents required to evidence and effect such certificates without transfer and by evidence of payment of any interest thereonapplicable stock transfer tax.
Appears in 2 contracts
Samples: Merger Agreement (E-Medsoft Com), Merger Agreement (E-Medsoft Com)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter and, thereafter, there shall be no further registration of transfers of shares of Company Common Stock 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 except as otherwise provided in this Agreement or by lawLaw. On or after the Effective Time, any certificates Certificates presented to the exchange agent Exchange Agent or HoldingCo Parent for any reason shall solely represent the right to receive be converted into the Merger Consideration issuable payable in respect of the shares of Company Common Stock formerly represented by such certificates without any interest thereonCertificates.
Appears in 2 contracts
Samples: Merger Agreement (Textron Inc), Merger Agreement (United Industrial Corp /De/)
Stock Transfer Books. At From and after 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 theretofore outstanding 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 Certificates shall cease to have any rights with respect to such shares of Company Common Stock formerly represented thereby, except as otherwise provided in this Agreement herein or by law. On or after the Effective Time, any certificates Certificates presented to the exchange agent Exchange Agent or HoldingCo Parent for any reason shall solely represent the right to receive be converted into the Merger Consideration issuable in with respect of to the shares of Company Common Stock formerly represented by such certificates without any interest thereonthereby.
Appears in 2 contracts
Samples: Merger Agreement (Legg Mason, Inc.), Merger Agreement (Franklin Resources Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter thereafter, there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding 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 Certificates presented to the exchange agent Exchange Agent or HoldingCo Parent for any reason shall solely represent be converted into the right to receive the Cash Merger Consideration issuable in respect of the shares of Company Common Stock formerly represented by such certificates without any interest thereonConsideration.
Appears in 2 contracts
Samples: Merger Agreement (Party City Corp), Merger Agreement (Amscan Holdings Inc)
Stock Transfer Books. 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 and thereafter shall be no further registration of transfers of such shares of Company Common Stock theretofore outstanding capital stock shall thereafter be made 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 for shares of Common Stock (excluding any shares described in Section 2.2(b) and Dissenting Shares) presented to the exchange agent Paying Agent, the Surviving Corporation or HoldingCo Acquiror for any reason shall solely represent only the right to receive the Merger Consideration issuable Common Share Price payable in respect of the shares of Company Common Stock formerly represented by such certificates without any interest thereonaccordance with Article II.
Appears in 2 contracts
Samples: Merger Agreement (Language Line Holdings, Inc.), Merger Agreement (Language Line Costa Rica, LLC)
Stock Transfer Books. At the Effective Time, the common 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 theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of certificates Certificates and Book-Entry Shares representing shares ownership of the 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 or by lawfor herein. On or after the Effective Time, any certificates Certificates or Book-Entry Shares presented to the exchange agent Paying Agent or HoldingCo Parent for any reason (other than Certificates or Book-Entry Shares representing Excluded Shares and Dissenting Shares) shall solely represent be converted into the right to receive the Stock Merger Consideration issuable in respect of the shares of Company Common Stock formerly represented by such certificates without any interest thereonConsideration.
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter thereafter, there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of certificates representing shares of Company Common Stock or Book-Entry Shares 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 lawLaw. On or after the Effective Time, any certificates presented to the exchange agent Paying Agent or HoldingCo Parent for any reason and any Book-Entry Shares shall solely represent the right to receive be converted into the Merger Consideration issuable payable in respect of the shares of Company Common Stock formerly represented by such certificates or book-entry interests without any interest thereon.
Appears in 1 contract
Samples: Merger Agreement (Mediware Information Systems 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 theretofore outstanding 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 Certificates and Uncertificated Shares shall cease to have any rights with respect to such shares of Company Common Stock formerly represented thereby, except as otherwise provided in this Agreement herein or by lawLaw. On or after After the Effective Time, any certificates Certificates or Uncertificated Shares presented to the exchange agent Paying Agent or HoldingCo Parent for any reason shall solely represent the right to receive be converted into the Merger Consideration issuable in Consideration, with respect of to the shares of Company Common Stock formerly represented by such certificates without any interest thereonthereby.
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company with respect to shares of Company Common Stock shall be closed closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding thereafter on the records of any such stock transfer books. In the Company. From and after the Effective Time, the holders event of certificates representing a transfer of ownership of shares of Company Common Stock outstanding immediately prior to that is not registered in the stock transfer records of the Company, at the Effective Time shall cease to have any rights with respect to Time, a certificate or certificates representing the number of full shares of Parent Common Stock into which 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 shall have been converted shall be issued to the exchange agent transferee in accordance with Section 2.2, if the certificate or HoldingCo for any reason shall solely represent the right to receive the Merger Consideration issuable in respect of the certificates representing such shares of Company Common Stock formerly represented is or are surrendered as provided in Section 2.2, accompanied by all documents required to evidence and effect such certificates without transfer and by evidence of payment of any interest thereonapplicable stock transfer tax.
Appears in 1 contract
Samples: Merger Agreement (San Holdings Inc)
Stock Transfer Books. At After the Effective Time, the stock transfer books of the Company shall be closed and thereafter thereafter, there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding 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 Certificates 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 If Certificates are presented to the Surviving Corporation for transfer following the Effective Time, any certificates presented to the exchange agent or HoldingCo for any reason they shall solely represent the right to receive the Merger Consideration issuable in respect be canceled against delivery of the shares applicable Merger Consideration, as provided for in Section 3.1(a), for each share of Company Common Stock formerly represented by such certificates without any interest thereonCertificates.
Appears in 1 contract