At the Effective Time. the stock transfer books of RMSI shall be closed, and there shall be no further registration of transfers of shares of RMSI Common Stock thereafter on the records of RMSI. If, after the Effective Time, Certificates are presented for transfer, they shall be canceled against delivery of the Merger Consideration as hereinabove provided and the holder of such Certificates shall also be entitled to receive any and all dividends and distributions (whether in the form of cash, stock or otherwise) payable in respect of the Merger Consideration with a record date after the Effective Time and prior to the cancellation of such Certificates. Certificates surrendered for exchange by any person constituting an
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Monroe James L), Voting Agreement (Merkert American Corp), 6 Agreement and Plan of Merger (Butler Bruce A)
At the Effective Time. the stock transfer books of RMSI shall be closed, and there shall be no further registration of transfers of shares of RMSI Common Stock thereafter on the records of RMSI. If, after the Effective Time, Certificates are presented for transfer, they shall be canceled against delivery of the Merger Consideration as hereinabove provided and the holder of such Certificates shall also be entitled to receive any and all dividends and distributions (whether in the form of cash, stock or otherwise) payable in respect of the Merger Consideration with a record date after the Effective Time and prior to the cancellation of such Certificates. Certificates surrendered for exchange by any person constituting anan "affiliate" of RMSI for purposes of Rule 145, as such rule may be amended from time to time ("Rule
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ultimate Food Sales Inc)
