Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged as provided in this Article I.
Appears in 14 contracts
Sources: Merger Agreement (General Electric Co), Merger Agreement (General Electric Co), Merger Agreement (Dura Automotive Systems Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and no transfer of shares of Company Common Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged as provided in this Article I.
Appears in 8 contracts
Sources: Framework Agreement (Misys PLC), Merger Agreement (Eclipsys Corp), Merger Agreement (Tellabs Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates shall be canceled cancelled and exchanged as provided in this Article I.
Appears in 7 contracts
Sources: Merger Agreement (Vistana Inc), Merger Agreement (Ciena Corp), Agreement and Plan of Merger (Itt Corp /Nv/)
Closing of Company Transfer Books. At the Company Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock shall thereafter be made on the records of the Companymade. If, after the Company Effective Time, Certificates certificates representing shares of Company Common Stock are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates they shall be canceled cancelled and exchanged as provided in this Article I.for the Per Share Merger Consideration applicable thereto.
Appears in 5 contracts
Sources: Merger Agreement (Sunbeam Corp/Fl/), Merger Agreement (Coleman Worldwide Corp), Merger Agreement (CLN Holdings Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock Shares shall thereafter be made on the records of the Companymade. If, after the Effective Time, Certificates certificates representing Shares are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates they shall be canceled cancelled and exchanged as provided in this Article I.for certificates representing Parent Shares.
Appears in 4 contracts
Sources: Merger Agreement (Tenet Healthcare Corp), Merger Agreement (Littlejohn Joseph & Levy Fund L P), Merger Agreement (Ornda Healthcorp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock shall thereafter be made on the records of the Companymade. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates they shall be canceled cancelled and exchanged as provided in this Article I.III.
Appears in 3 contracts
Sources: Merger Agreement (Softkey International Inc), Merger Agreement (Sullivan Dental Products Inc), Merger Agreement (Schein Henry Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock Shares or Company Preferred Shares shall thereafter be made on the records of the Companymade. If, after the Effective Time, Certificates certificates representing shares of Company Common Shares or Company Preferred Shares are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates they shall be canceled and exchanged as provided presented to the Exchange Agent in this Article I.accordance with Section 1.12.
Appears in 3 contracts
Sources: Merger Agreement (Orchid Biosciences Inc), Merger Agreement (Sunpharm Corporation), Merger Agreement (Geltex Pharmaceuticals Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock Shares shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged as provided in this Article I.made.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Bliss & Laughlin Industries Inc /De), Agreement and Plan of Merger (BRW Steel Corp), Merger Agreement (BRW Steel Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer further registration of transfers of shares of Company Common Stock shall thereafter be made on the records of the Companymade. If, On or after the Effective Time, any Certificates are (as defined in Section 1.9) presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates Parent for any reason shall be canceled converted into the right to receive Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby and exchanged as provided in this Article I.any dividends or other distributions to which the holders thereof are entitled pursuant to Section 1.13.
Appears in 2 contracts
Sources: Merger Agreement (Ilex Oncology Inc), Merger Agreement (Genzyme Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to Common Stock issued and outstanding immediately prior to the Effective Time and no further transfer of shares of Company such Common Stock shall thereafter be made on the records of the Companysuch stock transfer books. If, after the Effective Time, Certificates valid certificates previously representing such Common Stock are presented to the Surviving Corporation, the Exchange Agent Company or the ParentPaying Agent, such Certificates they shall be canceled and exchanged as provided in this Article I.Section 3.5.
Appears in 2 contracts
Sources: Merger Agreement (Dravo Corp), Merger Agreement (Dravo Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer further registration of transfers of shares of Company Common Stock shall thereafter be made on the records of the Companymade. If, On or after the Effective Time, any Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates Parent for any reason shall be canceled converted into the right to receive Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby and exchanged as provided in this Article I.any dividends or other distributions to which the holders thereof are entitled pursuant to Section 1.13.
Appears in 2 contracts
Sources: Merger Agreement (Geltex Pharmaceuticals Inc), Merger Agreement (Genzyme Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock shall thereafter be made on the records of the Companymade. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates they shall be canceled and exchanged as provided in this Article I.II.
Appears in 2 contracts
Sources: Merger Agreement (Tyco International LTD /Ber/), Merger Agreement (Elco Industries Inc)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to shares of Stock issued and outstanding prior to the Effective Time, and no further transfer of such shares of Company Common Stock shall thereafter be made on the records of the Companysuch transfer books. If, after the Effective Time, Certificates valid certificates previously representing any such shares are presented to the Surviving Corporation, the Exchange Agent Corporation or the ParentPaying Agent, such Certificates certificates shall be canceled and exchanged as provided in this Article I.Section 2.9.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates shall be canceled cancelled and exchanged as provided in this Article I.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock Shares shall thereafter be made on the records of the Companymade. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates they shall be canceled cancelled and exchanged as provided in this Article I.III.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Capital Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent Corporation or the ParentBuyer, such Certificates shall be canceled cancelled and exchanged as provided in this Article I.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Capital Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates certificates representing shares of Company Capital Stock are presented to the Surviving Corporation, the Exchange Agent Company or the ParentBuyer, such Certificates certificates shall be canceled and exchanged as provided in this Article I.
Appears in 1 contract
Sources: Merger Agreement (CSK Auto Corp)
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfer further registration of shares transfers of Company Common Stock shall thereafter be made on the records of the Companythereafter. If, after the Effective Time, Certificates subject to the terms and conditions of this Agreement, certificates representing any such shares are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates they shall be canceled and exchanged as provided for cash in this Article I.accordance with Section 2.7.
Appears in 1 contract
Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Paying Agent or the Parent, such Certificates shall be canceled and exchanged as provided in this Article I.
Appears in 1 contract
Sources: Merger Agreement (Bell Sports Corp)