Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made.
Appears in 18 contracts
Sources: Merger Agreement (Medicines Co /De), Merger Agreement (Goldfield Corp), Merger Agreement (Goldfield Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall thereafter be madecancelled and exchanged for a check in the proper amount pursuant to this Article II.
Appears in 12 contracts
Sources: Merger Agreement (ProSight Global, Inc.), Merger Agreement (Ness Technologies Inc), Merger Agreement (W R Grace & Co)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the case of Dissenting Shares.
Appears in 11 contracts
Sources: Merger Agreement (Tactical Air Defense Services, Inc.), Merger Agreement (Solar Energy Initiatives, Inc.), Merger Agreement (Critical Digital Data, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Company Stock shall thereafter be made. If, after the Effective Time, Company Stock Certificates are presented to the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to the provisions hereof and applicable Law in the case of Dissenting Shares.
Appears in 8 contracts
Sources: Merger Agreement (Brain Scientific Inc.), Merger Agreement (Amesite Operating Co), Merger Agreement (Peninsula Acquisition Corp)
Closing of 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 transfers of Shares shall thereafter be madeon the records of the Company.
Appears in 7 contracts
Sources: Merger Agreement, Merger Agreement (Fitbit, Inc.), Merger Agreement (Astea International Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the case of Dissenting Shares.
Appears in 6 contracts
Sources: Merger Agreement (Crownbutte Wind Power, Inc.), Merger Agreement (Nevada Gold Holdings, Inc.), Merger Agreement (Kentucky USA Energy, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Company Common Stock or Company Preferred Stock shall thereafter be made. If, after the Effective Time, Company Stock Certificates are presented to the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to the provisions hereof and applicable Law in the case of Dissenting Shares.
Appears in 6 contracts
Sources: Merger Agreement (ViewRay, Inc.), Merger Agreement (ViewRay, Inc.), Agreement and Plan of Merger and Reorganization (Akoustis Technologies, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Company Shares Certificates are presented to the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to the provisions hereof and applicable Law in the case of Dissenting Shares.
Appears in 6 contracts
Sources: Agreement and Plan of Merger and Reorganization (Deep Fission, Inc.), Merger Agreement (Deep Isolation Nuclear, Inc.), Merger Agreement (Lomond Therapeutics Holdings, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made.
Appears in 6 contracts
Sources: Merger Agreement (Berkshire Realty Co Inc /De), Merger Agreement (Berkshire Realty Co Inc /De), Merger Agreement (Berkshire Realty Co Inc /De)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registrations of transfer on the stock transfer books of the Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificate is presented to the Surviving Corporation, Parent or the Paying Agent for transfer, it shall thereafter be madecancelled and exchanged for the cash amount in immediately available funds to which the holder thereof is entitled pursuant to this Article II.
Appears in 6 contracts
Sources: Merger Agreement (QXO, Inc.), Merger Agreement (Beacon Roofing Supply Inc), Merger Agreement (QXO, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.5(a), subject to applicable law in the case of Dissenting Shares.
Appears in 5 contracts
Sources: Merger Agreement (Trusted Information Systems Inc), Merger Agreement (Millennium Pharmaceuticals Inc), Merger Agreement (Rotary Power International Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.8, subject to applicable law in the case of Dissenting Shares.
Appears in 5 contracts
Sources: Merger Agreement, Merger Agreement (Boldface Group, Inc.), Merger Agreement (Organovo Holdings, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no transfer further registration of transfers of Common Shares outstanding immediately prior to the Effective Time thereafter on the records of the Company. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Surviving Corporation or the Paying Agent for any reason, they shall thereafter be mademarked canceled and exchanged as provided in this Article IV.
Appears in 5 contracts
Sources: Merger Agreement, Merger Agreement (Calpine Corp), Merger Agreement (CVS HEALTH Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Company Stock shall thereafter be made. If, after the Effective Time, certificates formerly representing Company Stock are presented to Buyer or the Surviving Corporation, they shall be cancelled.
Appears in 4 contracts
Sources: Merger Agreement (CDC Corp), Merger Agreement (CDC Corp), Merger Agreement (CDC Software CORP)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the transfer books of the Surviving Company of the Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Company Book-Entry Shares are presented to the Surviving Company or the Exchange Agent for any reason, they shall thereafter be madecancelled and exchanged as provided in this Section 2.3, except as otherwise provided by Section 2.1(e).
Appears in 4 contracts
Sources: Merger Agreement (Invitrogen Corp), Merger Agreement (Invitrogen Corp), Merger Agreement (Applera Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock shall thereafter be made. If, after the Effective Time, Certificates are presented to Parent, they shall be cancelled and exchanged as provided in this Article II.
Appears in 4 contracts
Sources: Merger Agreement (International Home Foods Inc), Merger Agreement (Inacom Corp), Merger Agreement (Hudson James T)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Common Stock or Preferred Stock shall thereafter be made. From and after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Shares immediately prior to the Effective Time shall cease to have any rights with respect to such Outstanding Shares, except as otherwise provided for in this Agreement or by Applicable Law.
Appears in 4 contracts
Sources: Merger Agreement (Realpage Inc), Merger Agreement (Realpage Inc), Merger Agreement (United Industrial Corp /De/)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the transfer books of Shares the Surviving Company of the Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Company or the Exchange Agent for any reason, they shall thereafter be madecancelled and exchanged as provided in this Section, except as otherwise provided by Section 2.1(e).
Appears in 3 contracts
Sources: Merger Agreement (Alltel Corp), Merger Agreement (Western Wireless Corp), Merger Agreement (Stanton John W)
Closing of Transfer Books. At From and after the Effective Time, Time the stock transfer books of the Company shall be closed and no transfer of Shares any capital stock of the Company shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Cash Consideration as provided in Section 2.1 and in this Section 2.2.
Appears in 3 contracts
Sources: Merger Agreement (Lyonnaise American Holding Inc Et Al), Merger Agreement (United Water Resources Inc), Merger Agreement (United Water Resources Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers of the Shares on the stock transfer books of Shares shall thereafter be madethe Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (NewPage Holdings Inc.), Merger Agreement (Verso Paper Corp.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares.
Appears in 3 contracts
Sources: Merger Agreement (U.S. Rare Earth Minerals, Inc), Merger Agreement (First Harvest Corp.), Merger Agreement (Mesa Energy Holdings, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, certificates representing Company Shares are presented to the Parent, they shall be cancelled and exchanged for Exchange Shares in accordance with Sections 1.1(a) above 1.3(d) above.
Appears in 3 contracts
Sources: Share Exchange Agreement (Neonc Technologies Holdings, Inc.), Share Exchange Agreement (Neonc Technologies Holdings, Inc.), Share Exchange Agreement (Neonc Technologies Holdings, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Company Common Stock shall thereafter be made.
Appears in 3 contracts
Sources: Merger Agreement (Icon PLC), Merger Agreement (PRA Health Sciences, Inc.), Merger Agreement (Icon PLC)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the case of Dissenting Shares.
Appears in 3 contracts
Sources: Merger Agreement (Be Free Inc), Merger Agreement (Network Engines Inc), Merger Agreement (Mac Worldwide Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no transfer further registration of transfers of the Common Shares shall outstanding immediately prior to the Effective Time thereafter be madeon the records of the Company.
Appears in 2 contracts
Sources: Merger Agreement (American General Corp /Tx/), Merger Agreement (American General Corp /Tx/)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Company Common Stock shall thereafter be made.
Appears in 2 contracts
Sources: Merger Agreement (Theglobe Com Inc), Merger Agreement (Theglobe Com Inc)
Closing of 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 shall transfers of any shares of the capital stock of Company thereafter be madeon its records.
Appears in 2 contracts
Sources: Merger Agreement (Starbase Corp), Merger Agreement (Starbase Corp)
Closing of Transfer Books. At the Effective Time, the stock equity transfer books of the Company shall be closed closed, and no transfer of Shares Company Stock shall thereafter be mademade thereafter.
Appears in 2 contracts
Sources: Merger Agreement (Aptera Motors Corp), Merger Agreement (Aptera Motors Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the transfer books of Parent of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to Parent or the Exchange Agent for any reason, they shall thereafter be madecanceled and exchanged as provided in this Section 2.2.
Appears in 2 contracts
Sources: Merger Agreement (EarthLink Holdings Corp.), Merger Agreement (Windstream Holdings, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company Lafite shall be closed and no transfer of Shares shall thereafter be made.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Livongo Health, Inc.), Merger Agreement (Teladoc Health, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation, Parent or the Paying Agent for transfer or any other reason, they shall thereafter be madecancelled and exchanged as provided in this Article II.
Appears in 2 contracts
Sources: Merger Agreement (Arotech Corp), Merger Agreement (Tower International, Inc.)
Closing of Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Date and there shall be no transfer further registration of Shares shall transfers of shares of the Company thereafter be madeon the records of the Company.
Appears in 2 contracts
Sources: Share Exchange Agreement (Cherubim Interests, Inc.), Share Exchange Agreement (Vican Resources, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares (as defined below) shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and no transfer of Shares shall thereafter be made.
Appears in 1 contract
Sources: Merger Agreement (SecureWorks Corp)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares any Company Common Stock shall thereafter be made.
Appears in 1 contract
Closing of 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 transfers of Common Shares shall or Preferred Shares thereafter be madeon the records of the Company.
Appears in 1 contract
Closing of 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 transfers of Common Shares shall thereafter be madeon the records of the Company.
Appears in 1 contract
Sources: Merger Agreement (GP Investments Acquisition Corp.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Common Shares shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At the First Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfer further registration of Shares shall transfers of Capital Stock thereafter be madeon the records of the Company.
Appears in 1 contract
Sources: Merger Agreement (GP Investments Acquisition Corp.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shall thereafter be madethat were outstanding as of immediately prior to the Effective Time.
Appears in 1 contract
Sources: Merger Agreement (Interactive Intelligence Group, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of the Company’s capital stock shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shall thereafter be madethat were outstanding immediately prior to the Effective Time.
Appears in 1 contract
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Common Stock or Preferred Stock shall thereafter be made. From and after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Shares immediately prior to the Effective Time shall cease to have any rights with respect to such Outstanding Shares, except as otherwise provided for in this Agreement or by Applicable Laws.
Appears in 1 contract
Sources: Merger Agreement (SolarWinds, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Outstanding Common Shares shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made. From and after the Effective Time, the holders of Certificates evidencing ownership of Company Securities immediately prior to the Effective Time shall cease to have any rights with respect to such securities, except as otherwise provided for in this Agreement or in accordance with any Legal Requirements.
Appears in 1 contract
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books book of the Company shall be closed and no transfer of Shares any capital stock of the Company shall thereafter be made. If, after the Effective Time, Certificates are presented to the Company, they shall be cancelled and exchanged for certificates representing the appropriate number of Parent Shares, as provided in this Section 2.3.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, any demand for such a transfer is made to the Buyer, the Surviving Corporation or the Paying Agent, the Company Shares formerly owned by such Company Stockholder shall be cancelled and exchanged for the Applicable Specified Consideration (at the times, and on the terms and conditions, set forth in this Agreement), subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Closing of Transfer Books. At After the Effective Time, the stock transfer books of the Company shall be closed closed, and no transfer of Company Shares shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no registration of transfers on the transfer books of the Surviving Corporation of shares of the Company Common Stock which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates or Company Book-Entry Shares are presented to the Surviving Corporation, Parent or the Paying Agent for any reason, they shall thereafter be madecancelled and exchanged as provided in this Article II, except as otherwise provided by Law.
Appears in 1 contract
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Company Common Stock shall thereafter be made. From and after the Effective Time, the holders of Outstanding Shares and the holders of Company Restricted Stock immediately prior to the Effective Time shall cease to have any rights with respect to such Outstanding Shares or shares of Company Restricted Stock, respectively, except as otherwise provided for in this Agreement or by Applicable Law.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the transfer books of the Surviving Company of the Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book Entry Shares are presented to the Surviving Company or the Paying Agent for any reason, they shall thereafter be madecanceled and exchanged as provided in this Article II, except as otherwise provided by Law.
Appears in 1 contract
Sources: Merger Agreement (Samsonite Corp/Fl)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock shall thereafter be made.
Appears in 1 contract
Sources: Merger Agreement (Ergobilt Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Stock shall thereafter be made.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Exigent International Inc)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Common Stock shall thereafter be made. From and after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Shares immediately prior to the Effective Time shall cease to have any rights with respect to such Outstanding Shares, except as otherwise provided for in this Agreement or by Applicable Law.
Appears in 1 contract
Sources: Merger Agreement (Ecolab Inc)
Closing of Transfer Books. At From and after the Effective TimeDate, the stock transfer books of the Company Corporation shall be closed and no transfer of Shares shares of the Corporation’s Stock shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Stock shall thereafter be made.
Appears in 1 contract
Sources: Plan of Reorganization and Agreement of Merger (First New England Dental Centers Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the for Company Common Stock shall be closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade on such books.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no transfer further registration of transfers of the Common Shares shall outstanding immediately prior to the Effective Time thereafter be madeon the records of the Company other than with respect to Retained Shares.
Appears in 1 contract
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Outstanding Shares shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At On the Effective Time, the stock transfer books book of the Company shall be deemed to be closed and no transfer of Subject Shares shall thereafter be maderecorded thereon.
Appears in 1 contract
Sources: Agreement and Plan of Merger (GenuTec Business Solutions, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock shall thereafter be made.
Appears in 1 contract
Sources: Merger Agreement (Vivakor, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and no transfer of Company Shares shall thereafter be made.
Appears in 1 contract
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares any capital stock of the Company shall thereafter be made. From and after the Effective Time, the holders of Certificates evidencing ownership of Outstanding Shares immediately prior to the Effective Time shall cease to have any rights with respect to such Outstanding Shares, except as otherwise provided for in this Agreement or by Applicable Law.
Appears in 1 contract
Sources: Merger Agreement (Cirrus Logic Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Company Common Stock (as defined below) shall thereafter be made.
Appears in 1 contract