Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company will be closed and thereafter there will be no further registration of transfers of Shares that were previously outstanding 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 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 or Book-Entry Shares are presented to the Surviving Corporation for any reason, then (subject to compliance with the exchange procedures of Section 2.3(b)) they will be cancelled and exchanged as provided in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ch2m Hill Companies LTD), Agreement and Plan of Merger (Jacobs Engineering Group Inc /De/)
Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company will shall be closed and thereafter there will shall be no further registration of transfers of Shares that were previously outstanding 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 will 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, then (subject to compliance with the exchange procedures of Section 2.3(b)) they will shall be cancelled and exchanged as provided in this AgreementSection 2, except as otherwise provided by Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Somanetics Corp), Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Somanetics Corp)
Transfer Books; No Further Ownership Rights in Shares. At After the Effective Time, the stock transfer books of the Company will shall be closed and thereafter there will shall be no further registration of transfers of Shares that were previously outstanding 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 will 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 Common Stock as provided herein or as otherwise provided for herein or -13- by applicable Lawlaw. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Company for any reason, then (subject to compliance with the exchange procedures of Section 2.3(b)) they will shall be cancelled canceled and exchanged as provided in this AgreementSection 2.
Appears in 1 contract
Samples: Joinder Agreement (Glowpoint, Inc.)
Transfer Books; No Further Ownership Rights in Shares. At After the Effective Time, the stock transfer books of the Company will shall be closed and thereafter there will shall be no further registration of transfers of Shares that were previously outstanding shares of Company Capital 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 will 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 Merger Preferred Stock as provided herein or as otherwise provided for herein or by applicable Lawlaw. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Company for any reason, then (subject to compliance with the exchange procedures of Section 2.3(b)) they will shall be cancelled canceled and exchanged as provided in this AgreementSection 2.
Appears in 1 contract
Samples: Joinder Agreement (Glowpoint, Inc.)
Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company will be closed and thereafter there will be no further registration of transfers of Shares that were previously outstanding 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 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 (subject to compliance with the exchange procedures of Section 2.3(b)) they will be cancelled and exchanged as provided in this AgreementSection 2.
Appears in 1 contract
