Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates 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. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement.
Appears in 30 contracts
Samples: Agreement and Plan of Merger (U.S. Silica Holdings, Inc.), Agreement and Plan of Merger (Patriot Transportation Holding, Inc.), Agreement and Plan of Merger (Patriot Transportation Holding, Inc.)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and or Book-Entry Shares evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares 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 AgreementSECTION 2.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Adolor Corp), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company shall will be closed and thereafter there shall will be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall will cease to have any rights with respect to such Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, then (subject to compliance with the exchange procedures of Section 2.2(b)) they shall will be cancelled and exchanged as provided in this Agreement.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Jetblue Airways Corp), Agreement and Plan of Merger (Jetblue Airways Corp), Agreement and Plan of Merger (Spirit Airlines, Inc.)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates 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 Lawlaw. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this AgreementArticle II.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Adeza Biomedical Corp), Agreement and Plan of Merger (Georgia Pacific Corp), Agreement and Plan of Merger (Tb Woods Corp)
Transfer Books; No Further Ownership Rights in 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 the Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry evidencing ownership of the Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares Shares, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this AgreementArticle II.
Appears in 8 contracts
Samples: Agreement and Plan of Merger, Iii 5 Agreement and Plan of Merger (Hasbro Inc), Agreement and Plan of Merger (Dyson Kissner Moran Corp)
Transfer Books; No Further Ownership Rights in Shares. At After 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 shares of Company Common Stock on the records of the Company. From and after After the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares shares, except the right to receive the Merger Consideration and such dividends and other distributions on or in respect of Parent Stock as provided herein or as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation Company for any reason, they shall be cancelled canceled and exchanged as provided in this AgreementSection 2.
Appears in 7 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Fairpoint Communications Inc), Agreement and Plan of Merger (Consolidated Communications Holdings, Inc.)
Transfer Books; No Further Ownership Rights in 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 Shares shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares shares of Company Common Stock 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 7 contracts
Samples: Agreement and Plan of Merger (Indivior PLC), Agreement and Plan of Merger (Indivior PLC), Agreement and Plan of Merger (Repros Therapeutics Inc.)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates 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. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Iparty Corp), Agreement and Plan of Merger (Microfluidics International Corp)
Transfer Books; No Further Ownership Rights in Shares. At As of 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 on the records of the Company. From and after the Effective Time, the holders of Certificates 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. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (North American Galvanizing & Coatings Inc), Agreement and Plan of Merger (Azz Inc), Agreement and Plan of Merger (Pulmuone Cornerstone Corp)
Transfer Books; No Further Ownership Rights in 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 and Book-Entry Company Shares that represented ownership of Company 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 are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (American Railcar Industries, Inc.), Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.), Agreement and Plan of Merger (Eldorado Resorts, Inc.)
Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company shall will be closed and thereafter there shall will be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall will cease to have any rights with respect to such Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, then (subject to compliance with the exchange procedures of Section 3.2(b)) they shall will be cancelled and exchanged as provided in this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Overhill Farms Inc), Agreement and Plan of Merger (Reckitt Benckiser Group PLC)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates 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. 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 5 contracts
Samples: Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Volcom Inc), Agreement and Plan of Merger (Beckman Coulter Inc)
Transfer Books; No Further Ownership Rights in 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 Shares or Preferred Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares or Preferred Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Iac/Interactivecorp), Agreement and Plan of Merger (Iac/Interactivecorp), Agreement and Plan of Merger (Care.com Inc)
Transfer Books; No Further Ownership Rights in Shares. At After 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 shares of Company Common Stock on the records of the Company. From and after After the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares shares, except the right to receive the Merger Consideration and such dividends and other distributions on or in respect of Parent Stock as provided herein or as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this AgreementArticle III.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (North Pittsburgh Systems Inc), Agreement and Plan of Merger (North Pittsburgh Systems Inc), Agreement and Plan of Merger (Consolidated Communications Holdings, Inc.)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and or 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. 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 AgreementArticle II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Teradyne, Inc), Agreement and Plan of Merger (Eagle Test Systems, Inc.), Agreement and Plan of Merger (Johnson & Johnson)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates 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 in this Agreement or by applicable Law. If, after the Effective Time, Certificates 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 (Unilens Vision Inc), Agreement and Plan of Merger (Salix Pharmaceuticals LTD), Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.)
Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company shall will be closed and and, thereafter there shall be no further registration of transfers of Shares will be made on the records of the Company. From and after the Effective Time, the holders of Certificates and or Book-Entry Shares evidencing ownership of Shares outstanding immediately prior to the Effective Time shall will cease to have any rights with respect to such Shares 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 reasonCorporation, then they shall will be cancelled and exchanged as provided in this AgreementSECTION 2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Asensus Surgical, Inc.), Agreement and Plan of Merger (Asensus Surgical, Inc.), Agreement and Plan of Merger (Arena Pharmaceuticals Inc)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares Shares, except as otherwise provided for herein or by applicable Lawlaw. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this AgreementArticle II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cheap Tickets Inc), Agreement and Plan of Merger (Sage Group PLC), Agreement and Plan of Merger (Cendant Corp)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares Shares, except as otherwise provided for herein or by applicable Lawlaw. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this AgreementArticle II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vixel Corp), Agreement and Plan of Merger (Emulex Corp /De/), Noncompetition Agreement (Emulex Corp /De/)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares Shares, except as otherwise provided for herein or by applicable Lawlaw. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this AgreementArticle II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (L 3 Communications Corp), Agreement and Plan of Merger (Aydin Corp), Agreement and Plan of Merger (Aydin Corp)
Transfer Books; No Further Ownership Rights in Shares. At After 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 on the records of the Company. From and after After the Effective Time, the holders of Certificates and Book-Entry evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares Shares, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this AgreementArticle III.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (COHOES FASHIONS of CRANSTON, Inc.), Agreement and Plan of Merger (Burlington Coat Factory Warehouse Corp), Agreement and Plan of Merger (Eddie Bauer Holdings, Inc.)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates 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. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this AgreementArticle II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (First Consulting Group Inc), Agreement and Plan of Merger (Nextest Systems Corp), Agreement and Plan of Merger (Teradyne, Inc)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares Shares, except as otherwise provided for herein or by applicable Lawlaw. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this AgreementArticle II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Openwave Systems Inc), Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Signalsoft Corp)
Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company shall will be closed closed, and thereafter there shall be no further registration of transfers of Common Shares will be made on the records of the Company. From and after the Effective Time, the holders of Certificates and or Book-Entry Shares evidencing ownership of Common Shares outstanding immediately prior to the Effective Time shall will cease to have any rights with respect to such Shares Common 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 reasonCorporation, then they shall will be cancelled and exchanged as provided in this AgreementSection 2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Seagen Inc.)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company, other than transfers that occurred before the Effective Time. From and after the Effective Time, the holders of Certificates 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 LawLaws. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this AgreementArticle II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Advance America, Cash Advance Centers, Inc.), Agreement and Plan of Merger (Gentiva Health Services Inc), Agreement and Plan of Merger (Odyssey Healthcare Inc)
Transfer Books; No Further Ownership Rights in 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 any Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such the Shares formerly represented thereby, except as otherwise provided for herein or by applicable Lawlaw. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this AgreementArticle II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Point 360), Agreement and Plan of Merger and Reorganization (DG FastChannel, Inc), Agreement and Plan of Merger and Reorganization (New 360)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates 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 Lawlaw. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement.Article II. (d)
Appears in 2 contracts
Samples: Iv Agreement and Plan of Merger (Opsware Inc), Iv Agreement and Plan of Merger (Hewlett Packard Co)
Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company shall will be closed and thereafter there shall will be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall will cease to have any rights with respect to such Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall will be cancelled and exchanged as provided in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SMTC Corp), Agreement and Plan of Merger (SMTC Corp)
Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock share transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares or ADSs outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares or ADSs except as otherwise provided for herein or by applicable Lawherein. If, after the Effective Time, Share Certificates or Uncertificated Shares or ADSs are presented to the Surviving Corporation Company or Depositary for any reason, they shall be cancelled and exchanged as provided in this Agreement.
Appears in 2 contracts
Samples: Plan of Merger (Changyou.com LTD), Agreement and Plan of Merger (Sohu.com LTD)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates 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. 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 provided, and in accordance with the procedures set forth, in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Waste Management Inc), Agreement and Plan of Merger (Stericycle Inc)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates 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. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this AgreementArticle III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Aero Logistics Inc.), Agreement and Plan of Merger (World Air Holdings, Inc.)
Transfer Books; No Further Ownership Rights in Shares. At As of the close of business on the date of 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 on the records of the Company. From and after the Effective Time, the holders of Certificates 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. If, after the Effective Time, Certificates 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 (Imclone Systems Inc), Agreement and Plan of Merger (Lilly Eli & Co)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares Shares, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreementlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (Mdi Entertainment Inc)
Transfer Books; No Further Ownership Rights in Shares. At After 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 on the records of the Company. From and after After the Effective Time, the holders of Certificates and Book-or Book Entry Shares evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares 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 AgreementArticle III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Consolidated Graphics Inc /Tx/), Agreement and Plan of Merger (RR Donnelley & Sons Co)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares Shares, except as otherwise provided for herein or by applicable Lawlaw. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this AgreementArticle II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lee Sara Corp), Agreement and Plan of Merger (Lee Sara Corp)
Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock share transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares or ADSs outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares or ADSs except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates or Uncertificated Shares or ADSs are presented to the Surviving Corporation Entity or Depository for any reason, they shall be cancelled and exchanged as provided in this Agreement.
Appears in 1 contract
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and or Book-Entry Shares evidencing 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. 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 exchanged, without interest thereon, as provided in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Patient Safety Technologies, Inc)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates 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. 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 (Consolidated Communications Holdings, Inc.)
Transfer Books; No Further Ownership Rights in 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 Shares shares of Company Capital Stock on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares evidencing ownership of shares of Company Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares shares, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreementlaw.
Appears in 1 contract
Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books share records of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares shares of Company Common Stock or Company Preferred Stock on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares evidencing ownership of shares of Company Common Stock or Company Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares shares, except as otherwise provided for herein in this Agreement or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreementlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nationsrent Companies Inc)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding which immediately prior to the Effective Time represented the Company Common Stock shall cease to have any rights with respect to such Shares the Company Common Stock, except as otherwise provided for herein or by applicable Lawlaw. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this AgreementArticle II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Asset Investors Corp)
Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the The stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates 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. If, after the Effective Time, Certificates 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 (EndoChoice Holdings, Inc.)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares Shares, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this AgreementArticle II.
Appears in 1 contract
Transfer Books; No Further Ownership Rights in 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 and Book-Entry Company Shares that represented ownership of Company Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares Company Shares, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement.
Appears in 1 contract
Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company shall be closed closed, and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Shares represented by such Certificates or such Book-Entry Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged for the applicable Merger Consideration as provided in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lexmark International Inc /Ky/)
Transfer Books; No Further Ownership Rights in Shares. At From and after 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 shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shares of Company Common Stock shall cease to have any rights with respect to such Shares except as otherwise provided for herein or by applicable Law. If, after shares of Company Common Stock other than the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as rights provided in this AgreementSection 3.2(c).
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Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company shall will be closed and thereafter there shall will be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall will cease to have any rights with respect to such Shares except the right to receive the Merger Consideration or as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, then (subject to compliance with the exchange procedures of Section 2.2(b)) they shall will be cancelled and exchanged as provided in this Agreement.
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Samples: Agreement and Plan of Merger (Alaska Air Group, Inc.)
Transfer Books; No Further Ownership Rights in 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 and Book-Entry Company Shares that represented ownership of Company 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 are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in in, and subject to the terms and conditions of, this Agreement.
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Samples: Agreement and Plan of Merger (Science 37 Holdings, Inc.)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding which immediately prior to the Effective Time represented Company Common Stock shall cease to have any rights with respect to such Shares Company Common Stock, except as otherwise provided for herein or by applicable Lawlaw. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this AgreementArticle II.
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Samples: Agreement and Plan of Merger (Commercial Assets Inc)
Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company with respect to the Company Shares 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 and Book-Entry Company Shares that represented ownership of Company 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 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 (Fibrocell Science, Inc.)
Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company with respect to the Shares shall be closed and thereafter there shall be no further registration of transfers of the Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry evidencing ownership of the Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares Shares, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this AgreementSection 3.
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Transfer Books; No Further Ownership Rights in Shares. At From and after 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 shares of Common Stock on the records of the Company, other than Excluded Shares that remain outstanding pursuant to Section 3.01(b). From and after After the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares shares, except the right to receive the Merger Consideration as provided herein or as otherwise provided for herein or by applicable Law. If, after the Effective Time, any Certificates or Book-Entry Shares are presented surrendered to the Exchange Agent, Parent or the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this AgreementArticle III.
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Samples: Agreement and Plan of Merger (Steel Partners Holdings L.P.)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding which immediately prior to the Effective Time represented the Company Common Stock shall cease to have any rights with respect to such Shares the Company Common Stock, except as otherwise provided for herein or by applicable Lawlaw. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreementherein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Solomon Technologies Inc)
Transfer Books; No Further Ownership Rights in 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 and 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 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 (Guidance Software, Inc.)
Transfer Books; No Further Ownership Rights in 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates 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. If, after the Effective Time, Certificates (other than those representing Dissenting Shares) are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement.
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Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company shall will be closed and thereafter there shall will be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall will cease to have any rights with respect to such Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, then (subject to compliance with the exchange procedures of Section 2.3(b)) they shall will be cancelled and exchanged as provided in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Frontier Group Holdings, Inc.)
