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

Transfer Books; No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in exchange for shares of Company Common Stock upon the surrender of Certificates or Book-Entry Shares in accordance with the terms of this Article 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Book-Entry Shares or shares of Company Common Stock previously represented thereby, and, at the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates and Book-Entry Shares shall cease to have any rights with respect to such shares of Company Common Stock formerly represented thereby, except as otherwise provided for herein or by applicable Law. Subject to Section 2.8(e), if, at any time after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article 2.

Appears in 1 contract

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

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Transfer Books; No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in exchange for shares of Company Common Stock upon the surrender of Certificates or Book-Entry Shares in accordance with the terms of this Article 2 II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Book-Entry Shares or shares of Company Common Stock previously represented therebyby such Certificates, and, at the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates and Book-Entry Shares shall cease to have any rights with respect to such shares of Company Common Stock formerly represented thereby, except as otherwise provided for herein or by applicable Law. Subject to Section 2.8(e), if, at any time after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article 2II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Getty Images Inc)

Transfer Books; No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in exchange for respect of shares of Company Common Stock upon the surrender of Certificates or Book-Entry Shares for exchange in accordance with the terms of this Article 2 II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Book-Entry Shares or shares of Company Common Stock previously represented therebyStock, and, and at the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. From Except as otherwise provided for herein or by applicable Law, from and after the Effective Time, Time the holders of Certificates and or Book-Entry Shares that evidenced ownership of 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 formerly represented therebyother than the right to receive the Merger Consideration, except as otherwise provided for herein or by applicable Lawor, in the case of Dissenting Shareholders, fair value under Subtitle 13 of the Act. Subject to Section 2.8(e), ifIf, at any time after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article 2II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Delta Natural Gas Co Inc)

Transfer Books; No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in exchange for shares of Company Common Stock upon the surrender of Certificates or Book-Entry Shares in accordance with the terms of this Article 2 III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Book-Entry Shares or shares of Company Common Stock previously represented therebyby such Certificates, and, and at the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates and Book-Entry Shares shall cease to have any rights with respect to such shares of Company Common Stock formerly represented thereby, except as otherwise provided for herein or by applicable Law. Subject to the last sentence of Section 2.8(e3.2(e), if, at any time after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article 2III.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Authentec Inc)

Transfer Books; No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in exchange for respect of shares of Company Common Stock upon the surrender of Certificates or Book-Entry Shares for exchange in accordance with the terms of this Article 2 II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Book-Entry Shares or shares of Company Common Stock previously represented therebyStock, and, and at the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates and or Book-Entry Shares that evidenced ownership of 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 formerly represented therebyother than the right to receive the Merger Consideration without interest and subject to any required withholding Taxes, if any, as described in Section 2.11, except as otherwise provided for herein or by applicable Law. Subject to Section 2.8(e), ifIf, at any time after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article 2II.

Appears in 1 contract

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

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Transfer Books; No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in exchange for respect of shares of Company Common Stock upon the surrender for exchange of Certificates or Book-Book Entry Shares in accordance with the terms of this Article 2 II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Book-Entry Shares or shares of Company Common Stock previously represented therebyby such Certificates or Book Entry Shares, and, and at the Effective Time, the stock transfer books of the Company shall be closed with respect to, and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of of, the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates that represented ownership of shares of Company Common Stock and Book-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 formerly represented therebyshares, except for the right to receive the Merger Consideration or as otherwise provided for herein or by applicable Law. Subject to the last sentence of Section 2.8(e2.02(e), if, at any time after the Effective Time, Certificates or Book-and Book Entry Shares are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article 2II.

Appears in 1 contract

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

Transfer Books; No Further Ownership Rights in Company Common Stock. From and after the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each holder of a Certificate or Book-Entry Shares theretofore representing any shares of Company Common Stock shall cease to have any rights with respect thereto, except as otherwise provided for herein or by applicable Law. The Merger Consideration paid in exchange for shares of Company Common Stock upon the surrender of Certificates or Book-Entry Shares in accordance with the terms of this Article 2 hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Book-Entry Shares or such shares of the Company Common Stock previously represented thereby, and, at Stock. From and after the Effective Time, the stock transfer books or ledger of the Company shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books records of the Surviving Corporation of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. From and after the Effective TimeIf, the holders of Certificates and Book-Entry Shares shall cease to have any rights with respect to such shares of Company Common Stock formerly represented thereby, except as otherwise provided for herein or by applicable Law. Subject to Section 2.8(e), if, at any time after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided herein, subject, in this Article 2the case of the Dissenting Company Shares, to applicable Law.

Appears in 1 contract

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

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