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

Transfer Books; No Further Ownership Rights in Company Stock. The Merger Consideration paid in respect of Shares upon the surrender for exchange of Certificates 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 Shares previously represented by 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 that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates that evidenced ownership of 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 2.2(e), if, at any time after the Effective Time, Certificates 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: Merger Agreement (EnergySolutions, Inc.), Merger Agreement (Duratek Inc)

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Transfer Books; No Further Ownership Rights in Company Stock. The Merger Consideration paid in respect of Shares Company Stock upon the surrender for exchange of Certificates 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 Shares Company Stock previously represented by such Certificates, and at the Effective Time, Time the stock share transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the stock share transfer books of the Surviving Corporation of the Shares Company Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates that evidenced ownership of Shares Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesthereto, except as otherwise provided for herein the right to receive the Merger Consideration or by applicable Law. Subject to the last sentence of Section 2.2(e), if, at any time after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article IIby Applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Pw Eagle Inc), Merger Agreement (Pw Eagle Inc)

Transfer Books; No Further Ownership Rights in Company Stock. The Merger Consideration paid in respect of Shares upon the surrender for exchange of Certificates 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 Shares shares of Company Common Stock previously represented by 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 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 evidenced ownership of 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 Lawlaw. Subject to the last sentence of Section 2.2(e2.8(e), if, at any time after the Effective Time, Certificates 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 (Quixote Corp), Merger Agreement (Quixote Corp)

Transfer Books; No Further Ownership Rights in Company Stock. The Merger Consideration paid in respect of Shares upon the surrender for exchange of Certificates 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 Shares previously represented by 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 that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates that evidenced ownership of 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 2.2(e2.8(e), if, at any time after the Effective Time, Certificates 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: Merger Agreement (Verizon Communications Inc), Merger Agreement (Terremark Worldwide Inc.)

Transfer Books; No Further Ownership Rights in Company Stock. The Merger Consideration paid in respect of Shares upon the surrender for exchange shares of Certificates Company Common Stock 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 Shares shares of Company Common Stock previously represented by such CertificatesCertificates or Book-Entry Shares, 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 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 evidenced ownership shares of Shares Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares, except as otherwise provided for herein or by applicable Law. Subject to the last sentence of Section 2.2(e2.02(f), if, at any time after the Effective Time, Certificates are presented to the Surviving Corporation Corporation, for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Merger Agreement (Altra Industrial Motion Corp.), Merger Agreement (Regal Rexnord Corp)

Transfer Books; No Further Ownership Rights in Company Stock. The Merger Consideration paid in respect of Shares upon the surrender for exchange of Certificates 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 Shares shares of Company Common Stock previously represented by 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 of shares of Company Common Stock on the stock transfer books records of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective TimeCompany. From and after the Effective Time, the holders of Certificates that evidenced ownership of 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 2.2(e2.8(e), if, at any time after the Effective Time, Certificates 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: Tender Offer and Merger Agreement (Five Star Products Inc), Tender Offer and Merger Agreement (National Patent Development Corp)

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Transfer Books; No Further Ownership Rights in Company Stock. The applicable Merger Consideration paid in respect of Shares upon the surrender for exchange of Certificates in accordance with the terms of this Article II III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by 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 that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates that evidenced ownership of 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 2.2(e3.2(e), if, at any time after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Merger Agreement (Bare Escentuals Inc)

Transfer Books; No Further Ownership Rights in Company Stock. The Closing Merger Consideration paid in respect of Shares shares of Company Capital Stock (together with the contingent right to receive, if, when and to the extent payable, the Base Merger Delayed Consideration and the Contingent Consideration) upon the surrender for exchange of Certificates in accordance with the terms of this Article ARTICLE II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares shares of Company Capital Stock previously represented by such Certificates, Certificates 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 there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates that evidenced ownership of 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 2.2(e), ifIf, at any time after the Effective Time, Certificates are presented to Parent or the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article ARTICLE II.

Appears in 1 contract

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

Transfer Books; No Further Ownership Rights in Company Stock. The Merger Consideration paid in respect of Company Shares upon on 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 Shares previously represented by such CertificatesCertificates or Book-Entry Shares, and at the Effective Time, the register of members, stock transfer books and warrant 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 Company of the Company Shares that were outstanding immediately prior to the Effective Time. From and after Time (save for recording that Parent is the Effective Time, sole shareholder of the holders of Certificates that evidenced ownership of Shares outstanding immediately prior Surviving Company pursuant to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable LawSection 2.01(a)). Subject to the last sentence of Section 2.2(e2.03(e), if, at any time after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Company for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Merger Agreement (Propertyguru Group LTD)

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