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

Transfer Books; No Further Ownership Rights in Company Shares. 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 Company Shares on the records of the Company. From and after the Effective Time, the holders of Certificates or Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable Law. If, 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 Agreement.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Johnson Controls Inc), Agreement and Plan of Merger (TYCO INTERNATIONAL PLC), Agreement and Plan of Merger (Waste Connections, Inc.)

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Transfer Books; No Further Ownership Rights in Company Shares. 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 Company Shares on the records of the Company. From and after the Effective Time, the holders of Certificates or Book-Entry Shares outstanding that evidenced ownership of Company Shares immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares other than the right to receive the Merger Consideration, except as otherwise provided for herein or by applicable Lawherein. 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 AgreementArticle III.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Kindred Biosciences, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Fairchild Semiconductor International Inc)

Transfer Books; No Further Ownership Rights in Company Shares. At the First Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Shares on the records of the Company. From and after the First Effective Time, the holders of Certificates or Book-Entry Shares outstanding immediately prior to the First Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable Law. If, after the First Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Company for any reason, they shall be cancelled and exchanged as provided in this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Pharmacyclics Inc), Agreement and Plan of Reorganization (AbbVie Inc.), Agreement and Plan of Merger (Forest Laboratories Inc)

Transfer Books; No Further Ownership Rights in Company Shares. 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 Company Shares on the records of the Company. From and after the Effective Time, the holders of Certificates or Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable Law. If, 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 Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Warner Chilcott LTD), Agreement and Plan of Merger (Actavis PLC)

Transfer Books; No Further Ownership Rights in Company Shares. At the Merger Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Shares on the records of the Company. From and after the Merger Effective Time, the holders of Certificates or Book-Entry Company Shares outstanding immediately prior to the Merger Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable Law. If, after the Merger Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Entity for any reason, they shall be cancelled and exchanged as provided in this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (OHI Healthcare Properties Limited Partnership), Agreement and Plan of Merger (MedEquities Realty Trust, Inc.)

Transfer Books; No Further Ownership Rights in Company Shares. At the First Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Shares on the records of the Company. From and after the First Effective Time, the holders of Certificates or Book-Entry Shares outstanding immediately prior to the First Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable Law. If, after the First Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Parent for any reason, they shall be cancelled and exchanged as provided in this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Expedia, Inc.), Agreement and Plan of Reorganization (Homeaway Inc)

Transfer Books; No Further Ownership Rights in Company Shares. 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 Company Shares on the records of the Company. From and after the Effective Time, the holders of Certificates or Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such the Company Shares represented thereby except as otherwise provided for herein or by applicable Law. If, 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 Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Integrated Device Technology Inc)

Transfer Books; No Further Ownership Rights in Company Shares. At the Merger Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Shares on the records of the Company. From and after the Merger Effective Time, the holders of Certificates or Book-Entry Company Shares outstanding immediately prior to the Merger Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable Law. If, 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 Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Starwood Waypoint Residential Trust), Agreement and Plan of Merger (Colony Capital, Inc.)

Transfer Books; No Further Ownership Rights in Company Shares. At the Merger Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Shares on the records of the Company. From and after the Merger Effective Time, the holders of Certificates or Book-Entry Company Shares outstanding immediately prior to the Merger Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable Law. If, after the Merger Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Entity for any reason, they shall be cancelled and exchanged as provided in this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Aviv Reit, Inc.), Agreement and Plan of Merger (Omega Healthcare Investors Inc)

Transfer Books; No Further Ownership Rights in Company Shares. At the Company Merger Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Shares on the records of the Company. From and after the Company Merger Effective Time, the holders of Certificates or Book-Entry Shares Company Shares, including Restricted Company Shares, outstanding immediately prior to the Company Merger Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable Law. If, 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 Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Phillips Edison Grocery Center Reit Ii, Inc.)

Transfer Books; No Further Ownership Rights in Company Shares. At 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 of Company Shares on the records of the Company. From and after the Effective Time, the holders holder of Certificates a Certificate or Book-Entry Shares Share outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such the Company Shares represented thereby except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates a Certificate or Book-Entry Shares are Share is presented to the Surviving Corporation Company for any reason, they it shall be cancelled and exchanged as provided in this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mellanox Technologies, Ltd.), Agreement and Plan of Merger (Nvidia Corp)

Transfer Books; No Further Ownership Rights in Company Shares. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration registrations of transfers of Company Shares on the records of the Company, other than registrations of transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. From and after the Effective Time, the holders of Certificates or Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable Law. If, 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 Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pericom Semiconductor Corp), Agreement and Plan of Merger (Diodes Inc /Del/)

Transfer Books; No Further Ownership Rights in Company Shares. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration registrations of transfers of Company Shares on the records of the Company, other than registrations of transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. From and after the Effective Time, the holders of Certificates or Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable LawLegal Requirement. If, 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 Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sigma Designs Inc), Agreement and Plan of Merger (Silicon Laboratories Inc)

Transfer Books; No Further Ownership Rights in Company Shares. At the Merger Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Shares on the records of the Company. From and after the Merger Effective Time, the holders of Certificates or Book-Entry Company Shares outstanding immediately prior to the Merger Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable Law. If, 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 Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Phillips Edison Grocery Center REIT III, Inc.)

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Transfer Books; No Further Ownership Rights in Company Shares. 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 Company Shares on the records of the Company. From and after the Effective Time, the holders of Company Certificates or Company Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Company Certificates or Company Book-Entry Shares are presented to Holdco, the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Broadcom Cayman L.P.)

Transfer Books; No Further Ownership Rights in Company Shares. At 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 of Company Shares on the records of the Company. From and after the Effective Time, the holders holder of Certificates or a Certificate, Book-Entry Shares Share or ADS outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such the Company Shares represented thereby except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates or a Certificate, Book-Entry Shares are Share or ADS is presented to the Surviving Corporation Company for any reason, they it shall be cancelled and exchanged as provided in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Itamar Medical Ltd.)

Transfer Books; No Further Ownership Rights in Company Shares. 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 Company Shares on the records of the Company. From and after the Effective Time, the holders of Company Certificates or Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Company Certificates or Book-Entry Shares are presented to the Surviving Corporation Entity for any reason, they shall be cancelled and exchanged as provided in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Community Bank System, Inc.)

Transfer Books; No Further Ownership Rights in Company Shares. At the Effective Time, the stock share transfer books or ledger of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Shares on the records of the Company. From and after the Effective Time, the holders holder of Certificates a Certificate or Book-Entry Shares Share outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such the Company Shares represented thereby except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates a Certificate or Book-Entry Shares are Share is presented to the Surviving Corporation Company for any reason, they it shall be cancelled and exchanged as provided in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tower Semiconductor LTD)

Transfer Books; No Further Ownership Rights in Company Shares. At the Merger Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Shares on the records of the Company. From and after the Merger Effective Time, the holders of Certificates or Book-Entry Company Shares issued and outstanding immediately prior to the Merger Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable Law. If, after the Merger Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Entity for any reason, they shall be cancelled and exchanged as provided in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NorthStar/RXR New York Metro Real Estate, Inc.)

Transfer Books; No Further Ownership Rights in Company Shares. At the Effective Time, the stock share transfer books or ledger of the Company shall will be closed closed, and thereafter there shall will be no further registration of transfers of Company Shares on the records of the Company. From and after the Effective Time, the holders holder of Certificates a Certificate or Book-Entry Shares Share outstanding immediately prior to the Effective Time shall will cease to have any rights with respect to such the Company Shares represented thereby except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates a Certificate or Book-Entry Shares are Share is presented to the Surviving Corporation Company for any reason, they shall it will be cancelled and exchanged as provided in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WalkMe Ltd.)

Transfer Books; No Further Ownership Rights in Company Shares. 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 Company Shares or Company Preferred Shares on the records of the Company. From and after the Effective Time, the holders of Certificates or Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares or Company Preferred Shares except as otherwise provided for herein or by applicable Law. If, 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 Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allergan PLC)

Transfer Books; No Further Ownership Rights in Company Shares. At the First Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Shares on the records of the Company. From and after the First Effective Time, the holders of Certificates or Book-Entry Shares outstanding immediately prior to the First Effective Time shall cease to have any rights with respect to such the Company Shares formerly represented thereby except as otherwise provided for herein or by applicable Law. If, after the First Effective Time, Certificates or Book-Entry Shares are presented to the Ultimate Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Kla Tencor Corp)

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