Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Common Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX or the Surviving Corporation, they shall be cancelled and exchanged for Merger Consideration in accordance with Section 2.5.
Appears in 5 contracts
Sources: Merger Agreement, Merger Agreement (Ds Healthcare Group, Inc.), Merger Agreement (Photomedex 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 Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Consideration in accordance with Section 2.51.5.
Appears in 3 contracts
Sources: Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.), Merger Agreement (Ds Healthcare Group, Inc.), Merger Agreement (Ds Healthcare Group, 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 Stock shall Shares outstanding immediately prior to the Effective Time thereafter be madeon the records of the Company. If, on or after the Effective Time, Company Stock any Certificates or Book-Entry Shares are presented to DSKX the Surviving Corporation or the Surviving CorporationPaying Agent for any reason, they shall be cancelled marked canceled and exchanged for Merger Consideration as provided in accordance with Section 2.5this Article IV.
Appears in 3 contracts
Sources: Merger Agreement (Sciclone Pharmaceuticals Inc), Merger Agreement (Multi Fineline Electronix Inc), Merger Agreement (Fisher Communications 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 any Company Common Stock shall thereafter be made. If, on or If after the Effective Time, Time any certificates evidencing shares of Company Common Stock Certificates are presented to DSKX or the Surviving CorporationParent's transfer agent for registration of transfer, they shall be cancelled canceled and exchanged for Merger Consideration certificates representing the number of whole shares of Parent Common Stock and the cash amount, if any, determined in accordance with Section 2.5this Article III.
Appears in 2 contracts
Sources: Merger Agreement (Meridian Resource Corp), Merger Agreement (Cairn Energy Usa 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 Common Stock Shares shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates certificates formerly representing Shares are presented to DSKX or the Surviving Corporation, they shall be cancelled canceled and exchanged for the Merger Consideration as set forth in accordance with Section 2.51.3.
Appears in 2 contracts
Sources: Merger Agreement (Physicians Quality Care Inc), Merger Agreement (Physicians Quality Care 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 shares of Common Stock shall outstanding immediately prior to the Effective Time thereafter be madeon the records of the Company. If, on or after the Effective Time, Company Stock any Certificates are presented to DSKX the Surviving Corporation or the Surviving CorporationPaying Agent for any reason, they shall be cancelled marked canceled and exchanged for Merger Consideration as provided in accordance with Section 2.5this Article IV.
Appears in 2 contracts
Sources: Merger Agreement (Mony Group Inc), Merger Agreement (Axa Financial Inc)
Closing of Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed closed, and no transfer of Company shares of Common Stock of the Company shall thereafter be made. If, on or after the Effective TimeDate, Company certificates previously representing shares of Common Stock Certificates are presented to DSKX the Surviving Corporation or the Surviving CorporationPaying Agent (as defined in Section 3.3), they shall be cancelled canceled and exchanged for Merger Consideration cash as provided in accordance with Section 2.53.1(a), subject to applicable law in the case of Dissenting Stock.
Appears in 2 contracts
Sources: Merger Agreement (Buttrey Food & Drug Stores Co), Merger Agreement (Albertsons 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 Common Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Consideration Shares in accordance with Section 2.51.5, subject to the provisions hereof and applicable Law in the case of Dissenting Shares.
Appears in 2 contracts
Sources: Merger Agreement (Makamer Holdings, Inc.), Merger Agreement (Content Checked 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 Common Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX Parent or the Surviving Corporation, they shall be cancelled and exchanged for certificates evidencing the appropriate numbers of Merger Consideration Shares in accordance with Section 2.51.5, subject to the provisions hereof and 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 thereafter, there shall be no transfer further registration of transfers of shares of Company Common Stock shall thereafter be madeor Company Preferred Stock then outstanding on the records of the Company. If, on or Certificates presented to the Surviving Corporation after the Effective Time, Company Stock Certificates are presented to DSKX or the Surviving Corporation, they Time shall be cancelled and exchanged for represent the right to receive the Common Merger Consideration or Preferred Merger Consideration, as applicable, as provided in accordance with Section 2.53.1 and in this Section 3.3.
Appears in 1 contract
Sources: Merger Agreement (Owosso Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Common Stock Shares shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates certificates or book entry accounts formerly representing Common Shares are presented to DSKX the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration in accordance with Section 2.51.5 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Gerdau Ameristeel 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 Company Common Stock shall thereafter be made. If, on or From and after the Effective Time, the holders of certificates evidencing ownership of Company Common Stock Certificates are presented immediately prior to DSKX the Effective Time shall cease to have any rights with respect to such securities, except as otherwise provided for in this Agreement or the Surviving Corporation, they shall be cancelled and exchanged for Merger Consideration in accordance with Section 2.5any Legal Requirements.
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 Stock Shares shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates certificates formerly representing Common Shares are presented to DSKX the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for Merger the Closing Consideration and the Final Consideration, if any, in accordance with Section 2.51.6.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Brookdale Senior Living Inc.)
Closing of Transfer Books. At the Effective Time, no transfer of shares of Company Common Stock shall thereafter be made, and the stock transfer books of the Company shall be closed and no transfer of Company Common Stock shall thereafter be madeclosed. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX or the Surviving Corporation, they shall be cancelled canceled and exchanged for Merger Consideration as provided in accordance with Section 2.5this 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 capital stock except for the Surviving Corporation Common Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX or the Surviving CorporationCorporation or Intermediate Parent, they shall be cancelled and exchanged for the Merger Consideration in accordance with Section 2.5this Article I and subject to applicable Law in the case of Dissenting Shares.
Appears in 1 contract
Closing of Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed closed, and no transfer of Company shares of Common Stock of the Company shall thereafter be made. If, on or after the Effective TimeDate, Company certificates previously representing shares of Common Stock Certificates are presented to DSKX the Surviving Corporation or the Surviving CorporationPaying Agent (as defined in Section 3.3), they ----------- shall be cancelled canceled and exchanged for Merger Consideration cash as provided in accordance with Section 2.53.1(a), subject -------------- to applicable law in the case of Dissenting Stock.
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 Stock shall thereafter be made. If, on or after the Effective Time, certificates formerly representing Company Stock Certificates are presented to DSKX Parent or the Surviving Corporation, they shall be cancelled canceled and exchanged for the Merger Consideration Consideration, if any, in accordance with Section 2.51.6.
Appears in 1 contract
Sources: Merger Agreement (Emeritus Corp\wa\)
Closing of 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 mademade thereafter. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX the Surviving Corporation or the Surviving CorporationPaying Agent for transfer or any other reason, they shall be cancelled canceled and exchanged for Merger Consideration as provided in accordance with Section 2.5this 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 shares of Company Common Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX the Exchange Agent, Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Consideration in accordance with Section 2.51.4, subject to Sections 1.5 and 1.7.
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 shares of Company Common Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX or the Surviving Corporation, MCC they shall be cancelled and exchanged for Merger Consideration in accordance with Section 2.52.6, subject to applicable Law in the case of Company Dissenting Shares.
Appears in 1 contract
Sources: Merger and Stock Purchase Agreement (MULTI COLOR Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Common Stock Shares shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX the Buyer or the Surviving Corporation, they shall be cancelled canceled and exchanged for Merger Consideration Buyer Common Stock in accordance with Section 2.51.5, subject to applicable law in the case of Dissenting 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 any Company Common Stock shall thereafter be made. If, on or If after the Effective Time, Time any certificates evidencing shares of Company Common Stock Certificates are presented to DSKX or the Surviving Corporationfor transfer, they shall be cancelled canceled and exchanged for Merger Consideration the consideration determined in accordance with Section 2.5this Article III.
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 closed, and no transfer of shares of the Company Common Stock shall thereafter be made. If, on or after the Effective Time, Company Stock the Company's Certificates are presented to DSKX or the Surviving CorporationUSPL, they shall be cancelled canceled and exchanged for the Merger Consideration in accordance with Section 2.5.the procedures set forth in Sections 1.3 and 2.1
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (U S Plastic Lumber Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer transfers of shares of Company Common Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX or the Surviving CorporationCorporation for transfer, they shall be cancelled canceled and exchanged for Merger Consideration the consideration set forth in accordance with Section 2.51.5, subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Sources: Merger Agreement (Gsi Lumonics 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 Stock shall thereafter be made. If, on or after the Effective Time, Company Stock Certificates are presented to DSKX the Parent or the Surviving Corporation, they shall be cancelled and exchanged for Merger Consideration Shares in accordance with Section 2.51.5, subject to the provisions hereof and applicable law in the case of Dissenting Shares.
Appears in 1 contract