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 (other than Parent Shares) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except for (i) the right to surrender such Certificate in exchange for the amount of Merger Consideration to which such holder is entitled under this Agreement, or (ii) the rights available under the DGCL for Dissenting Shares (plus, in each case, the right to receive any dividend or distribution payable with respect to such Shares with a record date prior to the Effective Time). If, after the Effective Time, Certificates (other than Certificates for Parent Shares) are presented to the Surviving Corporation for any reason, they shall be canceled and the Merger Consideration shall be paid as provided in this Article II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Foamex International Inc), Agreement and Plan of Merger (Trace International Holdings Inc), Agreement and Plan of Merger (Foamex Capital Corp)
