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

Transfer Books; No Further Ownership Rights in Company Shares. The Merger Consideration paid in respect of Company Common Shares upon the surrender for exchange of Certificates or Book Entry Shares in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Company Common Shares previously represented by such Certificates or Book Entry Shares, and at the Effective Time, the transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the transfer books of the Surviving Corporation of the Company Common Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates that represented ownership of Company Common Shares and Book Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as otherwise provided for herein or by applicable Law. Subject to the last sentence of Section 2.02(e), if, at any time after the Effective Time, Certificates and Book Entry Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fresenius SE & Co. KGaA), Agreement and Plan of Merger (Akorn Inc)

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Transfer Books; No Further Ownership Rights in Company Shares. The Merger Consideration paid in respect of each Company Common Shares Share upon the surrender for exchange of Certificates or Book Book-Entry Shares in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the such Company Common Shares previously represented by such Certificates or Book Book-Entry Shares, and at . At the Effective Time, the share transfer books of the Company Surviving Corporation shall be closed and thereafter there shall be no further registration of transfers on the share transfer books of the Surviving Corporation of the Company Common Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Company Shares that were represented by Certificates that represented ownership of Company Common Shares and Book or Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such sharesunderlying Company Shares, except as otherwise provided for herein or by applicable Law. Subject to the last sentence of Section 2.02(e), if, if at any time after the Effective Time, Time Certificates and Book or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 1 contract

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

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Transfer Books; No Further Ownership Rights in Company Shares. The Merger Consideration issued and paid in respect of Company Common Shares represented by Book-Entry Shares, or upon the surrender for exchange of Certificates or Book Entry Shares Certificates, in accordance with the terms of this Article II shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the Company Common Shares previously represented by such Book-Entry Shares and Certificates or Book Entry Shares(as applicable), and at the close of business on the day on which the Effective TimeTime occurs, the stock transfer books of the Company shall be closed and thereafter and, thereafter, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Company Common Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Book-Entry Shares or Certificates that represented evidenced ownership of Company Common Shares and Book Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such sharesCompany Shares, except as otherwise provided for herein in this Agreement or by applicable Law. Subject to the last sentence of Section 2.02(e)2.4, if, at any time after the Effective Time, Certificates and Book Entry Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nymagic Inc)

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