Common use of Closing of Transfer Books Clause in Contracts

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 cancelled and exchanged for 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 (Convergent Networks 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 Buyer, Parent or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares shares of Parent Common Stock in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of Dissenting Shares1.7.

Appears in 1 contract

Sources: Merger Agreement (CleanTech Biofuels, 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 BuyerSurviving Corporation, the Surviving Corporation Parent or the Exchange Agent, they shall be cancelled canceled and exchanged for Initial Shares Merger Consideration in accordance with Section 1.5Sections 1.5(a) and (b), subject to Section 1.10 and to applicable law in the case of Company Shares held by Dissenting SharesStockholders.

Appears in 1 contract

Sources: Merger Agreement (Kurzweil Applied Intelligence Inc /De/)

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 cancelled and exchanged for Initial Shares Merger Consideration in accordance with Section 1.5, subject to Section 1.10 1.11 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Thermo Process Systems 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 Buyer, Parent or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.51.03, subject to Section 1.10 1.04 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (CMSF 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, Buyer or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Section Sections 1.09 and 1.10 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Otg Software 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 BuyerEntrust, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for 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 (Entrust Technologies 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 Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares the Merger Consideration in accordance with Section 1.51.5(a), subject to Section 1.10 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Memberworks Inc)

Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed and no transfer of shares of Company Shares Stock shall thereafter be made. If, after the Effective Time, Certificates certificates formerly representing shares of Company Stock are presented to the Buyer, Parent or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares the Merger Consideration in accordance with Section 1.52.02, subject to Section 1.10 and to applicable law Applicable Law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Globecomm Systems Inc)

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 Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for 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 (Otg Software 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 Buyer, Buyer or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares and Escrow Shares in accordance with Section 1.51.5 and Section 1.9, and subject to Section 1.10 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Red Hat 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 Buyer, Parent or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Merger Shares in accordance with Section 1.51.03, subject to Section 1.10 1.04 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Integrated Security Systems 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 Buyer, Buyer or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial the Merger Shares and cash 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 (Frontline Capital Group)

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 cancelled and exchanged for Cash Consideration and 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: Agreement and Plan of Merger (Netegrity 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 Interests shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, Parent or the Surviving Corporation or the Exchange AgentEntity, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of Dissenting Shares1.9.

Appears in 1 contract

Sources: Merger Agreement (High Tide Ventures, Inc.)

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 Company Shares any capital stock thereof shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange AgentCompany, they shall be cancelled canceled and exchanged for Initial certificates representing the appropriate number of Parent Shares as provided in accordance with Section 1.5, subject to 2.1 and in this Section 1.10 and to applicable law in the case of Dissenting Shares2.2.

Appears in 1 contract

Sources: Merger Agreement (Essex County Gas Company)

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 cancelled and exchanged for Initial Merger Shares in accordance with Section 1.5, subject to Section 1.10 1.11 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Akamai Technologies 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 Buyer, the Surviving Corporation or the Exchange Paying Agent, they shall be cancelled and exchanged for Initial Shares the Transaction Consideration in accordance with Section 1.5, subject to Section Sections 1.9 and 1.10 and to applicable law Law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Akamai Technologies 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 Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5, Sections 1.5(a) and 1.5(b) (subject to Section 1.10 1.9) and subject to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Eclipsys 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 certificates representing duly authorized, issued and outstanding Company Shares are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares the Merger Consideration in accordance with Section 1.5, herewith (subject to Section 1.10 1.9) and subject to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Rare Medium 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 Stock shall thereafter be made. If, after the Effective Time, Company Stock Certificates are presented to the BuyerParent, the Surviving Corporation Parent’s transfer agent, or the Exchange AgentSurviving Corporation, they shall be cancelled and exchanged for Initial Merger Shares in accordance with Section 1.51.6, subject to Section 1.10 the provisions hereof and to applicable law Law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Valeritas 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 are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Merger Shares in accordance with Section 1.5, subject to Section 1.10 1.11 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Akamai Technologies 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 formerly representing Shares or Company Options or the right to acquire Shares or Company Options effective at the Closing are presented to the Buyer, Parent or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares the right to receive a portion of the Merger Consideration in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of Dissenting Shares2.1.

Appears in 1 contract

Sources: Merger Agreement (Equifax 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 Buyer, Parent or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares or shares of Parent Common Stock in accordance with Section 1.5, subject to Section 1.10 1.9 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Ethanex Energy, 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 Buyer, Buyer or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled canceled and exchanged for Initial the applicable amounts payable, if any, in respect of such Company Shares in accordance with pursuant to Section 1.5, subject to Section 1.10 the provisions of Article VII and subject further to applicable law Law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Alkermes 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, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares the applicable Merger Consideration 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 (TechTarget 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 Buyer, Buyer or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares the Merger Consideration in accordance with and to the extent provided by Section 1.5, subject to Section 1.10 1.8 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Opnet Technologies 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 Buyer, the Surviving Corporation or the Exchange AgentStockholder Representative, they shall be cancelled and exchanged for Initial the Cash Consideration and the Merger Shares in accordance with Section 1.51.7, subject to Section 1.10 1.6 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Communicate Com Inc)

Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company and ITD shall be closed and no transfer of Company Shares nor ITD Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, Parent or either of the Surviving Corporation or the Exchange AgentCorporations, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Section 1.10 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 Certificates, Notes or Warrants are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Closing Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section Sections 1.5(e) and 1.10 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Edison Schools 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 or other instruments formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to the Buyer, EFX or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares the right to receive the consideration described in accordance with Section 1.54.1, subject to Section 1.10 4.8 and the right receive amounts pursuant to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Equifax 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 Buyer, the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.51.5(a), subject to Section 1.10 and to applicable law in the case of Dissenting Shares1.9.

Appears in 1 contract

Sources: Merger Agreement (Ss&c Technologies 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 Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled canceled and exchanged for Initial Merger Shares in accordance with Section 1.51.5(a), subject to Section 1.10 1.7 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Phamis Inc /Wa/)

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 Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of Dissenting Shares1.10.

Appears in 1 contract

Sources: Merger Agreement (Network Engines 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 are presented to the BuyerEngage, the Surviving Corporation or the Exchange Agent, they shall be cancelled canceled and exchanged for Initial Merger 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 (Engage 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 Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares the applicable portion of the Merger Consideration into which such Certificates convert in accordance with Section 1.5, subject to Section 1.10 Sections 1.10, 1.11 and 1.13 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Rsa Security Inc/De/)

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 Buyer, Parent or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Merger Shares in accordance with Section 1.51.5 above, subject to Section 1.10 the provisions hereof and to applicable law Law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Freedom 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 are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled canceled and exchanged for Initial Cash Consideration and Merger 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 (Netegrity Inc)

Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the each Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are any Company Certificate is presented to the Buyer, the Surviving Corporation Parent or the Exchange Agentapplicable Surviving Corporation, they it shall be cancelled and exchanged for Initial Shares which shall be delivered to the surrendering stockholder, and Escrow Shares, which shall be delivered to the Escrow Agent, in accordance with Section 1.51.8, subject to Section 1.10 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Eastern 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 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 cancelled and exchanged for Initial Shares and cash payments in accordance with Section 1.51.5(a), subject to Section 1.10 and to applicable law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (Open Market 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 Buyer, Buyer or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares the Merger Consideration in accordance with Section 1.52.2, subject to Section 1.10 2.3 and to applicable law Law in the case of Dissenting Shares.

Appears in 1 contract

Sources: Merger Agreement (CDC Corp)