Common use of Transfer Books Clause in Contracts

Transfer Books. At the Effective Time, the transfer books of the Company with respect to all shares of capital stock and other securities of the Company shall be closed and no further registration of transfers of such shares of capital stock shall thereafter be made on the records of the Company. On or after the Effective Time, if any Certificates for shares of Company Common Stock (excluding any shares described in Section 2.1(b)) are presented to the Exchange Agent, the Surviving Corporation or Acquiror for any reason, such Certificates shall be canceled and exchanged as provided in this Article II, except as otherwise provided by law.

Appears in 4 contracts

Samples: Merger Agreement (Medco Research Inc), Merger Agreement (King Pharmaceuticals Inc), Merger Agreement (Edg Capital Inc)

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Transfer Books. At the Effective Time, the stock transfer books of the Company with respect to all shares of capital stock and other securities of the Company shall be closed and thereafter there shall be no further registration of transfers of such shares of capital stock shall thereafter be made Shares on the records of the Company. On or From and after the Effective Time, if any Certificates for shares the holders of Company Common Stock (excluding any shares described in Section 2.1(b)) are presented Shares outstanding immediately prior to the Exchange Agent, the Surviving Corporation or Acquiror for Effective Time shall cease to have any reason, rights with respect to such Certificates shall be canceled and exchanged as provided in this Article II, Shares except as otherwise provided herein or by lawapplicable Law.

Appears in 4 contracts

Samples: Merger Agreement (Harber Lacy J), Merger Agreement (Checkers Drive in Restaurants Inc /De), Merger Agreement (Timco Aviation Services Inc)

Transfer Books. At The stock transfer books of the Company will be closed at the Effective Time, and no transfer of any Company Shares will thereafter be recorded on any of the stock transfer books. In the event of a transfer of ownership of any Company Shares prior to the Effective Time that is not registered in the stock transfer records of the Company at the Effective Time, the transfer books of Merger Consideration into which such Company Shares has been converted in the Company with respect to all shares of capital stock and other securities of the Company shall Merger will be closed and no further registration of transfers of such shares of capital stock shall thereafter be made on the records of the Company. On or after the Effective Time, if any Certificates for shares of Company Common Stock (excluding any shares described in Section 2.1(b)) are presented paid to the Exchange Agent, transferee in accordance with the Surviving Corporation or Acquiror for any reason, such Certificates shall be canceled and exchanged as provided in this Article II, except as otherwise provided by law.provisions of

Appears in 3 contracts

Samples: Acquisition Agreement (Sbi & Co), Acquisition Agreement (Lante Corp), Acquisition Agreement (Lante Corp)

Transfer Books. At the Effective Time, the The stock transfer books of the Company with respect to all shares of capital stock and other securities of the Company shall be closed immediately at the Effective Time and thereafter there shall be no further registration of transfers of such shares of capital stock shall thereafter be made Company Capital Stock on the records of the Company. On or If, after the Effective Time, if any Certificates for shares of Company Common Stock (excluding any shares described in Section 2.1(b)) certificates or agreements are presented to the Exchange Agent, the Surviving Corporation or Acquiror for any reason, such Certificates they shall be canceled cancelled and exchanged as provided in this Article II, except as otherwise provided by law1.

Appears in 2 contracts

Samples: Merger Agreement (Endeavour International Corp), Merger Agreement (Continental Southern Resources Inc)

Transfer Books. At the Effective Time, the share transfer books of the Company with respect to all shares of capital stock and other securities of the Company shall be closed closed, and thereafter there shall be no further registration of transfers of Shares. From and after the Effective Time, Persons who held Shares immediately prior to the Effective Time shall cease to have rights with respect to such shares of capital stock shall thereafter be made on the records of the CompanyShares, except as otherwise provided for herein. On or after the Effective Time, if any Certificates for shares of Company Common Stock (excluding any shares described in Section 2.1(b)) are presented to the Exchange Agent, Agent or the Surviving Corporation or Acquiror for any reason, such Certificates reason shall be canceled and exchanged as provided in this Article IIfor the Merger Consideration with respect to the Shares, except as otherwise provided by lawformerly represented thereby.

Appears in 2 contracts

Samples: Merger Agreement (BioNTech SE), Merger Agreement (Neon Therapeutics, Inc.)

Transfer Books. At the Effective Time, the share transfer books of the Company with respect to all shares of capital stock and other securities of the Company shall be closed closed, and thereafter there shall be no further registration of transfers of Shares. From and after the Effective Time, Persons who held Shares immediately prior to the Effective Time shall cease to have rights with respect to such shares of capital stock shall thereafter be made on the records of the CompanyShares, except as otherwise provided for herein. On or after the Effective Time, if any Certificates for shares of Company Common Stock (excluding any shares described in Section 2.1(b)) are presented to the Exchange Agent, Agent or the Surviving Corporation or Acquiror for any reason, such Certificates reason shall be canceled and exchanged as provided in this Article II, except as otherwise provided by lawfor the Merger Consideration with respect to the Shares formerly represented thereby.

Appears in 2 contracts

Samples: Merger Agreement (Ultragenyx Pharmaceutical Inc.), Merger Agreement (Dimension Therapeutics, Inc.)

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Transfer Books. At the Effective Time, the The stock transfer books of the Company with respect to all shares of capital stock and other securities of the Company shall be closed immediately at the Effective Time and thereafter there shall be no further registration of transfers of such shares of capital stock shall thereafter be made Company Shares on the records of the Company. On or If, after the Effective Time, if any Certificates for shares of Company Common Stock (excluding any shares described in Section 2.1(b)) certificates are presented to the Exchange Agent, the Surviving Corporation or Acquiror Company for any reason, such Certificates they shall be canceled cancelled and exchanged as provided in this Article II, except as otherwise provided by lawSection 1.2.

Appears in 1 contract

Samples: Merger Agreement (Zone Mining LTD)

Transfer Books. At the Effective Time, the stock transfer books of the Company with respect to all shares of capital stock and other securities of the Company shall be closed and thereafter there shall be no further registration of or transfers of such shares of capital stock shall thereafter be made Shares on the records of the Company. On or From and after the Effective Time, if any Certificates for shares the holders of Company Common Stock (excluding any shares described in Section 2.1(b)) are presented Shares outstanding immediately prior to the Exchange Agent, the Surviving Corporation or Acquiror for Effective Time shall cease to have any reason, rights with respect to such Certificates shall be canceled and exchanged as provided in this Article II, Shares except as otherwise provided herein or by lawapplicable Law.

Appears in 1 contract

Samples: Merger Agreement (UpSnap, Inc.)

Transfer Books. At the First Effective Time, the stock transfer books of the Company with respect to all shares of capital stock and other securities of the Company shall be closed and thereafter there shall be no further registration of transfers of such shares of capital stock shall thereafter be made Company Common Stock outstanding immediately prior to the First Effective Time on the records of the Company. On or From and after the First Effective Time, if any Certificates for shares the holders of Company Book-Entry Shares representing Company Common Stock (excluding any shares described in Section 2.1(b)) are presented outstanding immediately prior to the Exchange Agent, the Surviving Corporation or Acquiror for First Effective Time shall cease to have any reason, rights with respect to such Certificates shall be canceled and exchanged as provided in this Article II, shares except as otherwise provided for herein or by lawapplicable Law.

Appears in 1 contract

Samples: Business Combination Agreement (Global Partner Acquisition Corp II)

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