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 canceled and exchanged for Merger Shares in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares.
Appears in 2 contracts
Sources: Merger Agreement (Visual Networks Inc), Merger Agreement (Visual Networks 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 Company transfers of the Common Shares shall outstanding immediately prior to the Effective Time thereafter be madeon the records of the Company. If, after the Effective Time, any Certificates are presented to the Surviving Corporation or the Exchange AgentPaying Agent for any reason, they shall be marked canceled and exchanged for Merger Shares as provided in accordance with Section 1.5, subject to applicable law in the case of Dissenting Sharesthis Article IV.
Appears in 2 contracts
Sources: Merger Agreement (Usi Holdings Corp), Merger Agreement (Friendly Ice Cream 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 Surviving Corporation Corporation, the Parent or the Exchange Agent, they shall be canceled and exchanged for Merger Shares Consideration in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares.
Appears in 2 contracts
Sources: Merger Agreement (Lernout & Hauspie Speech Products Nv), Merger Agreement (Lernout & Hauspie Speech Products Nv)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no registration of any transfer of any capital stock of the Company Shares shall thereafter be mademade in the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange AgentCorporation, they shall be canceled cancelled and exchanged for the Merger Shares in accordance with Section 1.5, subject to applicable law in the case of Dissenting SharesConsideration.
Appears in 2 contracts
Sources: Merger Agreement (Energy East Corp), Merger Agreement (Central Maine Power 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 Buyer, the Surviving Corporation or the Exchange Agent, they shall be canceled cancelled and exchanged for Initial Merger Shares in accordance with Section 1.5, subject to Section 1.12 and to applicable law in the case of Dissenting Shares.
Appears in 2 contracts
Sources: Merger Agreement (Akamai Technologies Inc), Merger Agreement (Akamai Technologies Inc)
Closing of Transfer Books. At From and after the Effective Time, the stock share transfer books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be mademade in the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange AgentCompany, they shall be canceled and exchanged for the Merger Shares in accordance with Section 1.5, subject to applicable law in the case of Dissenting SharesConsideration.
Appears in 2 contracts
Sources: Merger Agreement (Berkshire Energy Resources), Merger Agreement (Energy East Corp)
Closing of Transfer Books. At the Effective Time, the stock share transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the share transfer books of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation or of the Exchange Agent, they shall be canceled and exchanged for Merger Company Common Shares in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares.that were
Appears in 1 contract
Sources: Merger Agreement (Bravo Brio Restaurant Group, 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 certificates formerly representing Company Shares are presented to the Surviving Corporation Buyer or the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for the Merger Shares Consideration in accordance with Section 1.5, subject to Section 1.12 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Sources: Merger Agreement (Vitalworks 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 Parent or the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for Merger Shares in accordance with Section 1.51.7, subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Sources: Merger Agreement (Atrinsic, 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, Company Certificates are presented to the Surviving Corporation Parent or the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to applicable law in the case of Dissenting Parent Shares.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Anvex 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 Surviving Corporation Buyer or the Exchange AgentSurviving Corporation, they shall be canceled 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 1 contract
Sources: Merger Agreement (GoFish 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 Surviving Corporation Buyer or the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for Merger Initial Shares in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Sources: Merger Agreement (Bottomline Technologies Inc /De/)
Closing of Transfer Books. At the Effective Time, the stock share transfer books of the Company shall be closed closed, and there shall be no further registration of transfers on the share transfer books of Company the Surviving Corporation of the Common Shares shall thereafter be madethat were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange AgentParent for transfer, they shall be canceled cancelled and exchanged for Merger Shares in accordance with Section 1.5, pursuant and subject to applicable law in the case of Dissenting Sharesthis Article II.
Appears in 1 contract
Sources: Merger Agreement (Lesco Inc/Oh)
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 canceled cancelled and exchanged for the Merger Shares Consideration in accordance with herewith (subject to Section 1.5, 1.9) and subject to applicable law in the case of Dissenting Shares.
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, Certificates certificates formerly representing Shares are presented to the Surviving Corporation or the Exchange AgentCorporation, they shall be canceled cancelled and exchanged for the Merger Shares in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares.Consideration as set forth on Schedule -------- 1.3. ---
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, Certificates certificates formerly representing Company Shares are presented to the Surviving Corporation Buyer or the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for the Merger Shares Consideration in accordance with Section 1.5, subject 1.5 and to applicable law in the case of Dissenting Shares.
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, Certificates certificates formerly representing Shares are presented to the Surviving Corporation or the Exchange AgentEntity, they shall be canceled cancelled and exchanged for the Merger Shares Consideration in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares1.7.
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 Company Shares units or membership interests shall thereafter be made. If, From and after the Effective Time, Certificates are presented the holders of certificates evidencing ownership of Company units, if any, immediately prior to the Surviving Corporation Effective Time shall cease to have any rights with respect to such Company units, except as otherwise provided for in this Agreement or the Exchange Agent, they shall be canceled and exchanged for Merger Shares in accordance with Section 1.5, subject to applicable law in the case of Dissenting Sharesby Applicable Law.
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, Certificates are presented to the Surviving Corporation or the Exchange AgentCorporation, they shall be canceled cancelled and exchanged for Merger Initial Shares in accordance with Section 1.51.5(a), subject to applicable law in the case of Dissenting SharesSection 1.10.
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, Certificates certificates formerly representing Company Shares are presented to the Surviving Corporation Buyer or the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for the Merger Shares in accordance with Section 1.5Consideration, subject to applicable law Section 1.7 in the case of Dissenting SharesShares and to applicable law.
Appears in 1 contract
Sources: Merger Agreement (Navisite Inc)
Closing of Transfer Books. At the Effective Time, the stock ------------------------- transfer books of the Company and Flagship shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates formerly representing Shares are presented to the Surviving Corporation or the Exchange AgentCorporation, they shall be canceled and exchanged for the Merger Shares Consideration as set forth in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares1.3.
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, Certificates formerly representing Company Shares are presented to the Surviving Corporation or the Exchange AgentCorporation, they shall be canceled cancelled and exchanged for Merger Initial Shares in accordance with Section 1.51.5(a), subject to applicable law in the case of Dissenting SharesSection 1.7.
Appears in 1 contract
Sources: Merger Agreement (Gupton O Bruce)
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 Parent or the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares1.6.
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 Common Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation Buyer or the Exchange AgentSurviving Corporation, they shall be canceled and exchanged for the Merger Shares Consideration in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares.
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 Company Shares shall transfers of Common Units outstanding immediately prior to the Effective Time thereafter be madeon the records of the Company. If, after the Effective Time, any Certificates are presented to the Surviving Corporation Company or the Exchange AgentPaying Agent for any reason, they shall be marked canceled and exchanged for Merger Shares as provided in accordance with Section 1.5, subject to applicable law in the case of Dissenting Sharesthis Article IV.
Appears in 1 contract
Closing of Transfer Books. At the Effective TimeTime of the Merger, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective TimeTime of the Merger, Certificates certificates formerly representing Shares are presented to the Surviving Corporation or the Exchange AgentCorporation, they shall be canceled cancelled and exchanged for the Merger Shares Consideration in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares.g.
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, Certificates certificates formerly representing Company Shares are presented to the Surviving Corporation Buyer or the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for Merger the applicable amounts payable, if any, in respect of such Company Shares in accordance with pursuant to Section 1.5, subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock Share transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates Shares are presented to Purchaser, the Surviving Corporation Company or the Exchange AgentSeller Representative, they shall be canceled cancelled and exchanged for Merger Shares Consideration shall, to the extent otherwise provided in this Agreement, be paid in respect thereof in accordance with this Section 1.5, subject to applicable law in the case of Dissenting Shares2.2.
Appears in 1 contract
Sources: Merger Agreement (Thoratec 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 Buyer, the Surviving Corporation or the Exchange Paying Agent, they shall be canceled cancelled and exchanged for a portion of the Base Merger Shares Consideration payable in accordance with Section 1.51.6(b), subject to Section 1.11 and to applicable law in the case of Dissenting Shares.
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 Company transfers of Common Shares shall outstanding immediately prior to the Effective Time thereafter be madeon the records of the Company. If, after the Effective Time, any Certificates are presented to the Surviving Corporation or the Exchange AgentPaying Agent for any reason, they shall be marked canceled and exchanged for Merger Shares as provided in accordance with Section 1.5, subject to applicable law in the case of Dissenting Sharesthis ARTICLE IV.
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, Certificates certificates formerly representing Company Shares are presented to the Surviving Corporation Buyer or the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for the Merger Shares Consideration, if any, in accordance with Section 1.5, subject to Sections 1.8, and 1.10, and to applicable law Law in the case of Dissenting Shares.
Appears in 1 contract
Sources: Merger Agreement (I Many 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 certificates formerly representing Shares are presented to the Surviving Corporation or the Exchange AgentCorporation, they shall be canceled and exchanged for the Merger Shares Consideration as set forth in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares1.3.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock share transfer books of the Company shall will be closed closed, and there will be no further registration of transfers on the share transfer books of the Company or the Surviving Corporation of the Company Shares shall thereafter be madethat were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or the Exchange Agentfor transfer, they shall will be canceled cancelled and exchanged for the relevant Merger Shares in accordance with Section 1.5, subject Consideration pursuant to applicable law in the case of Dissenting Sharesthis Article II.
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, Certificates certificates formerly representing Company Shares are presented to the Surviving Corporation Buyer or the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for the Merger Shares Consideration in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Sources: Merger Agreement (On Assignment 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 Buyer or the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for Merger Shares Consideration in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Sources: Merger Agreement (Blackboard Inc)