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 evidencing ownership of Shares or Preferred Shares, as the case may be, outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares or Preferred Shares, as the case may be, 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 Article II.
Appears in 3 contracts
Samples: Merger Agreement (Orbitz Inc), Merger Agreement (Cendant Corp), Merger Agreement (Cendant Corp)
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 Shares Stock on the records of the Company. From and after the Effective Time, the holders of certificates Certificates evidencing ownership of Shares shares of Company Common Stock or Company Preferred Shares, as the case may be, Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares or Preferred Shares, as the case may beshares, except as otherwise provided for herein in this Agreement or by applicable law. If, after the Effective Time, certificates Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Polyvision Corp), Merger Agreement (Polyvision Corp), Merger Agreement (Polyvision Corp)
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 Shares or Preferred the Shares on the records of the Company. From and after the Effective Time, the holders of certificates Certificates evidencing ownership of the Shares or Preferred Shares, as the case may be, outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares or Preferred Shares, as the case may be, except as otherwise provided for herein or by applicable lawLaw. If, after the Effective Time, certificates Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 2 contracts
Samples: Merger Agreement (Westfield Holdings LTD /), Merger Agreement (Westfield America Management LTD)
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 or Preferred Shares shares of Common Stock on the records of the Company. From and after After the Effective Time, the holders of certificates evidencing ownership of Certificates and Book-Entry Shares or Preferred Shares, as the case may be, outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares or Preferred Shares, as the case may beshares, except the right to receive the Merger Consideration as provided herein or as otherwise provided for herein or by applicable lawLaw. If, after the Effective Time, certificates any Certificates or Book-Entry Shares are presented surrendered to the Paying Agent, Parent, AcquisitionCo, or the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 2 contracts
Samples: Merger Agreement (Handy & Harman Ltd.), Merger Agreement (Sl Industries Inc)
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 Shares Stock on the records of the Company. From and after the Effective Time, the holders of certificates Certificates evidencing ownership of Shares shares of Company Common Stock or Company Preferred Shares, as the case may be, Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares or Preferred Shares, as the case may beshares, except as otherwise provided for herein in this Agreement or by applicable law. If, after the Effective Time, certificates Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 2 contracts
Samples: Merger Agreement (Steelcase Inc), Merger Agreement (Steelcase Inc)
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 Common Stock or Preferred Shares Stock on the records of the Company. From and after the Effective Time, the holders of certificates evidencing ownership of Shares shares of Common Stock or Preferred Shares, as the case may be, Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares or Preferred Shares, as the case may beshares, except as otherwise provided for herein in this Agreement or by applicable law. If, after the Effective Time, any certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 2 contracts
Samples: Merger Agreement (Solo Texas, LLC), Merger Agreement (Sweetheart Holdings Inc \De\)
Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books or ledger of the Company shall will be closed and thereafter there shall be no further registration of transfers of Common Shares or Preferred Shares will be made on the records of the Company. From and after the Effective Time, the holders of certificates Certificates or Book-Entry Shares evidencing ownership of Common Shares or Preferred Shares, as the case may be, outstanding immediately prior to the Effective Time shall will cease to have any rights with respect to such Shares or Preferred Common Shares, as the case may be, except as otherwise provided for herein or by applicable lawLaw. If, after the Effective Time, certificates Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reasonCompany, then they shall will be cancelled and exchanged as provided in this Article IIIII.
Appears in 1 contract
Samples: Merger Agreement (Envestnet, Inc.)