Transfer Books; No Further Ownership Rights in the 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 evidencing ownership of the 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 Article II.
Appears in 19 contracts
Samples: Agreement and Plan of Merger (Arbor Health Care Co /De/), Agreement and Plan of Merger (Phonetel Technologies Inc), Agreement and Plan of Merger (Sunbeam Corp/Fl/)
Transfer Books; No Further Ownership Rights in the 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 the Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the 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 Article II.I.
Appears in 17 contracts
Samples: Agreement and Plan of Merger (Fox & Hound Restaurant Group), Agreement and Plan of Merger (Sl Industries Inc), Agreement and Plan of Merger (Ault Inc)
Transfer Books; No Further Ownership Rights in the 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 the Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the 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 Article II.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Golden State Vintners Inc), Escrow Agreement (Golden State Vintners Inc), Escrow Agreement (Golden State Vintners Inc)
Transfer Books; No Further Ownership Rights in the 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 the Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the 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 Article II.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Cypress Communications Inc), Agreement and Plan of Merger (Softworks Inc), Agreement and Plan of Merger (Reynolds Metals Co)
Transfer Books; No Further Ownership Rights in the 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 evidencing ownership of the 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 Article II.
Appears in 5 contracts
Samples: Plan and Agreement of Reorganization (Liberate Technologies), Agreement of Merger (Sparta Foods Inc), Agreement of Merger (Cenex Harvest States Cooperatives)
Transfer Books; No Further Ownership Rights in the 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 the Shares or Class B Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the Shares or Class B Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares or Class B 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 Article II.I.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Whitehall Jewellers Inc), Agreement and Plan of Merger (Whitehall Jewellers Inc), Agreement and Plan of Merger (Prentice Capital Management, LP)
Transfer Books; No Further Ownership Rights in the 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 the Shares shares of Company Stock on the records of Company until reopened by the CompanySurviving Corporation. From and after the Effective Time, the holders of Certificates certificates formerly evidencing ownership of the Shares shares of Company 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 lawLegal Requirements. If, after After the Effective Time, Certificates are presented to the Surviving Corporation for any reasonor the Paying Agent shall cancel and exchange, they shall be cancelled and exchanged as provided in this Article II, any presented certificate representing such shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gsi Commerce Inc), Agreement and Plan of Merger (Gsi Commerce Inc)
Transfer Books; No Further Ownership Rights in the 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 evidencing ownership of the 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 Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hain Food Group Inc), Agreement and Plan of Merger (Hain Food Group Inc)
Transfer Books; No Further Ownership Rights in the 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 the Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the 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 Article II.I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lone Star Steakhouse & Saloon Inc), Agreement and Plan of Merger (Coulter Jamie B)
Transfer Books; No Further Ownership Rights in the 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 the Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the 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 the right to surrender his or her Certificate in exchange of the Merger Consideration, without interest, and except for rights granted by applicable law. If, after the Effective Time, Certificates are presented DGCL with respect to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article IIDissenting Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mercator Software Inc), Agreement and Plan of Merger (Ascential Software Corp)
Transfer Books; No Further Ownership Rights in the 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 the Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the 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 Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aluminum Co of America), Agreement and Plan of Merger (Alcoa Inc)
Transfer Books; No Further Ownership Rights in the 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 evidencing ownership of the 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 Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fortress Brookdale Acquisition LLC), Agreement and Plan of Merger (Brookdale Living Communities Inc)
Transfer Books; No Further Ownership Rights in the 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 the Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the 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 Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compaq Interests Inc), Agreement and Plan of Merger (Shopping Com)
Transfer Books; No Further Ownership Rights in the Shares. At the Effective Time, the stock and warrant transfer books of the Company shall be closed closed, and thereafter there shall be no further registration of transfers of the Shares or Warrants on the records of the Company. From and after the Effective Time, the holders of Certificates certificates evidencing ownership of the Shares or Warrants, as the case may be, outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesShares or Warrants, 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 1 contract
Transfer Books; No Further Ownership Rights in the 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 the Company Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the 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 Article IIIII.
Appears in 1 contract
Transfer Books; No Further Ownership Rights in the Shares. At the Effective Time, the stock transfer books of the Company shall will be closed closed, and thereafter there shall will 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 evidencing ownership of the Outstanding 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 Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bluephoenix Solutions LTD)
Transfer Books; No Further Ownership Rights in the 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 evidencing ownership of the 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 canceled and exchanged for the Merger Consideration as provided in this Article II.2. (d)
Appears in 1 contract
Samples: Agreement and Plan of Merger (Plasti Line Inc /Tn/)
Transfer Books; No Further Ownership Rights in the 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 evidencing ownership of the 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 Certifi xxxxx are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged ex changed as provided in this Article II.
Appears in 1 contract
Transfer Books; No Further Ownership Rights in the 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 evidencing ownership of the 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 canceled and exchanged as provided in this Article II.
Appears in 1 contract
Transfer Books; No Further Ownership Rights in the 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 evidencing ownership of the representing 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 Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortress Investment Corp)
Transfer Books; No Further Ownership Rights in the 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 the Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the 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 Article II.
Appears in 1 contract
Samples: Alumax Inc
Transfer Books; No Further Ownership Rights in the 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 evidencing ownership of the 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 Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bridgeport Machines Inc)
Transfer Books; No Further Ownership Rights in the 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 evidencing ownership of the 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 canceled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Medserve Corp)
Transfer Books; No Further Ownership Rights in the Shares. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there- after there shall be no further registration of transfers of the Shares or the Preferred Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the Shares or the Preferred 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 Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Andrews Group Inc /De/)
Transfer Books; No Further Ownership Rights in the Shares. At the Effective TimeClosing, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of the Company Shares on the records of the Company. From and after the Effective Time, the holders of Certificates certificates evidencing ownership of the 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 Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Cell Technology, Inc.)
Transfer Books; No Further Ownership Rights in the 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 the Shares on the records of the Company. From and after the Effective Time, the holders of Certificates certificates evidencing ownership of the 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 Article IIApplicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (J Net Enterprises Inc)
Transfer Books; No Further Ownership Rights in the 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 CompanyCompany (except for those owned by Parent or Purchaser). From and after the Effective Time, the holders of Certificates evidencing ownership of the Shares (other than Parent-Owned 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 Article IILaw.
Appears in 1 contract
Transfer Books; No Further Ownership Rights in the 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 the Shares shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of the Shares 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 lawLegal Requirements. If, after After the Effective Time, Certificates are presented to the Surviving Corporation for any reasonor the Paying Agent shall cancel and exchange, they shall be cancelled and exchanged as provided in this Article IISECTION 4, any presented Certificate.
Appears in 1 contract
Transfer Books; No Further Ownership Rights in the Shares. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there- after 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 evidencing ownership of the Shares outstanding immediately immedi- ately 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 Surviv- ing Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 1 contract
