Common use of Transfer Books; No Further Ownership Rights in Company Capital Stock Clause in Contracts

Transfer Books; No Further Ownership Rights in Company Capital Stock. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Capital Stock shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement. From and after the Effective Time, each holder of shares of Company Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights as a stockholder of the Company, except for, in the case of a holder of Company Capital Stock (other than shares to be cancelled pursuant to Section 2.1(f) or Dissenting Shares), the right to surrender such holder's shares of Company Capital Stock in accordance with this Section 2.2 in exchange for the consideration set forth in Section 2.1, or in the case of a holder of Dissenting Shares, the right to perfect such holder's right to receive payment pursuant to the DGCL.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Teladoc, Inc.)

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Transfer Books; No Further Ownership Rights in Company Capital Stock. At the First Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Capital Stock shall thereafter be made. If, after the First Effective Time, Certificates are presented to Parent or the First Surviving Corporation Company for any reason, they shall be cancelled and exchanged as provided in this Agreement. From and after the First Effective Time, each holder of shares of Company Capital Stock outstanding immediately prior to the First Effective Time shall cease to have any rights as a stockholder of the Company, except for, in the case of a holder of Company Capital Stock (other than shares to be cancelled pursuant to Section 2.1(f2.1(c) or Dissenting Shares), the right to surrender such holder's ’s shares of Company Capital Stock in accordance with this Section 2.2 in exchange for the consideration set forth in Section 2.1, or in the case of a holder of Dissenting Shares, the right to perfect such holder's ’s right to receive payment pursuant to Section 262 of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Take Two Interactive Software Inc)

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Transfer Books; No Further Ownership Rights in Company Capital Stock. At the First Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Capital Stock shall thereafter be made. If, after the First Effective Time, Certificates are presented to the Parent or any Surviving Corporation Company for any reason, they shall be cancelled and exchanged as provided in this Agreement. From and after the First Effective Time, each holder of shares of Company Capital Stock outstanding immediately prior to the First Effective Time shall cease to have any rights as a stockholder of the Company, except for, in the case of a holder of Company Capital Stock (other than shares to be cancelled pursuant to Section 2.1(f‎2.4(c) or Dissenting Shares), the right to surrender such holder's ’s shares of Company Capital Stock in accordance with this Section 2.2 ‎2.5 in exchange for the consideration set forth in Section 2.1‎2.4, or in the case of a holder of Dissenting Shares, the right to perfect such holder's ’s right to receive payment pursuant to Section 262 of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AdaptHealth Corp.)

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