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: Merger Agreement (TYCO INTERNATIONAL PLC), Merger Agreement (Johnson Controls Inc), Merger Agreement (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: Merger Agreement (Kindred Biosciences, Inc.), Merger Agreement (Elanco Animal Health Inc), Agreement and Plan of Merger (On Semiconductor 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 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: Merger Agreement (Warner Chilcott LTD), Merger Agreement (Allergan Inc), Merger Agreement (Actavis 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 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 (AbbVie Inc.), Agreement and Plan of Reorganization (Pharmacyclics Inc), Merger Agreement (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 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: Merger Agreement (Diodes Inc /Del/), Merger Agreement (Pericom Semiconductor Corp)

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: Merger Agreement, Merger Agreement (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: Merger Agreement (Nvidia Corp), Merger Agreement (Mellanox Technologies, 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 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: Merger Agreement, Merger Agreement (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 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: Merger Agreement (Aviv Reit, Inc.), Merger Agreement (Omega Healthcare Investors 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: Merger Agreement (Colony Capital, Inc.), Merger Agreement (Starwood Waypoint Residential Trust)

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: Merger Agreement (OHI Healthcare Properties Limited Partnership), Merger Agreement (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 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: Merger Agreement (Community Bank System, Inc.)

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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: Merger Agreement (Phillips Edison Grocery Center REIT III, 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: Merger Agreement (WalkMe Ltd.)

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: Merger Agreement (Tower Semiconductor 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: Merger Agreement (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: Merger Agreement (Kla Tencor 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 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 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: Merger Agreement (NorthStar/RXR New York Metro Real Estate, Inc.)

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