Common use of Transfer Books; No Further Ownership Rights in the Shares Clause in Contracts

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 for the right to surrender his or her Certificate in exchange of the Merger Consideration, without interest, and except for rights granted by the DGCL with respect to Dissenting Shares.

Appears in 2 contracts

Samples: Merger Agreement (Ascential Software Corp), Merger Agreement (Mercator Software Inc)

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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 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 Legal Requirements. After the right to surrender his Effective Time, the Surviving Corporation or her Certificate the Paying Agent shall cancel and exchange, as provided in exchange of the Merger Considerationthis SECTION 4, without interest, and except for rights granted by the DGCL with respect to Dissenting Sharesany presented Certificate.

Appears in 1 contract

Samples: Merger Agreement (Iomega 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 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 the right to surrender his herein or her Certificate in exchange of the Merger Consideration, without interest, and except for rights granted by the DGCL with respect to Dissenting Sharesapplicable Law.

Appears in 1 contract

Samples: Merger Agreement (United Foods Inc)

Transfer Books; No Further Ownership Rights in the 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 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 for the right to surrender his as otherwise provided in this agreement or her Certificate in exchange of the Merger Consideration, without interest, and except for rights granted by the DGCL with respect to Dissenting Sharesapplicable law.

Appears in 1 contract

Samples: Merger Agreement (Bluephoenix Solutions LTD)

Transfer Books; No Further Ownership Rights in the Shares. At the Effective TimeClosing, 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 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 the right to surrender his herein or her Certificate in exchange of the Merger Consideration, without interest, and except for rights granted by the DGCL with respect to Dissenting Sharesapplicable law.

Appears in 1 contract

Samples: Merger Agreement (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 evidencing ownership of the Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except for the right to surrender his or her Certificate in exchange of the Merger Consideration, without interest, and except for rights granted by the DGCL with respect to Dissenting Shares.registration

Appears in 1 contract

Samples: Merger Agreement (Omnicare Inc)

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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 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 the right to surrender his herein or her Certificate in exchange of the Merger Consideration, without interest, and except for rights granted by the DGCL with respect to Dissenting SharesApplicable Law.

Appears in 1 contract

Samples: Merger Agreement (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 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 the right to surrender his herein or her Certificate in exchange of the Merger Consideration, without interest, and except for rights granted by the DGCL with respect to Dissenting Sharesapplicable law.

Appears in 1 contract

Samples: Merger Agreement (Cypress Communications Holding Co Inc)

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, 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 the right to surrender his herein or her Certificate in exchange of the Merger Consideration, without interest, and except for rights granted by the DGCL with respect to Dissenting Sharesapplicable law.

Appears in 1 contract

Samples: Merger Agreement (U S Vision Inc)

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