Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 12 contracts
Samples: Agreement and Plan of Merger and Reorganization (Prime Response Inc/De), Agreement and Plan of Merger and Reorganization (Applied Materials Inc /De), Agreement and Plan of Reorganization (Applied Materials Inc /De)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates or book-entry shares representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Silverback Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Tanimoto Sarina), Agreement and Plan of Merger and Reorganization (Silverback Therapeutics, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section Sections 1.5 and 1.7.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Edge Therapeutics, Inc.), Agreement and Plan of Merger (Versartis, Inc.), Agreement and Plan of Merger and Reorganization (Newlink Genetics Corp)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.71.8) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Cuseeme Networks Inc), Agreement and Plan (First Virtual Communications Inc), Agreement and Plan of Merger (Cuseeme Networks Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Tocagen Inc), Agreement and Plan of Merger and Reorganization (OncoMed Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Synlogic, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.71.8) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Lipson David S), Agreement and Plan of Merger (Safeguard Scientifics Inc Et Al), Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock CertificateCOMPANY STOCK CERTIFICATE") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Molecular Devices Corp), Agreement and Plan of Merger and Reorganization (Med-Design Corp), Agreement and Plan of Merger and Reorganization (Molecular Devices Corp)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the CompanyCompany other than the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (On Semiconductor Corp), Agreement and Plan of Merger and Reorganization (Catalyst Semiconductor Inc), Agreement and Plan of Merger and Reorganization (Amis Holdings Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Paying Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ebay Inc), Agreement and Plan of Merger (Vaughan Foods, Inc.), Agreement and Plan of Merger (XOOM Corp)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock “Certificate"”) is presented to the Exchange Agent (as defined in Section 1.71.8) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (WEB.COM, Inc.), Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (Website Pros Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the CompanyCompany other than the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Kratos Defense & Security Solutions, Inc.), Agreement and Plan of Merger and Reorganization (Sys), Agreement and Plan of Merger and Reorganization (Sys)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall automatically be canceled cancelled and retired and shall cease to existexist in exchange for the consideration issued pursuant to Section 1.5, and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; Company Stockholders except as provided for in Section 1.5 and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock Shares outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Paying Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled cancelled and shall be exchanged as provided in Section 1.71.8.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Shutterfly Inc), Agreement and Plan of Merger (Glu Mobile Inc), Agreement and Plan of Merger (Electronic Arts Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of Company Common Stock (a "Company Stock CertificateCOMPANY STOCK CERTIFICATE") is presented to the Exchange Agent (as defined in Section 1.71.8) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 3 contracts
Samples: Agreement and Plan (Scopus Technology Inc), Agreement and Plan of Merger (Siebel Systems Inc), Agreement and Plan (Scopus Technology Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Payment Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.8 below.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lacrosse Footwear Inc), Agreement and Plan of Merger (Abc-Mart, Inc.), Agreement and Plan of Merger (Abc-Mart, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock (“Shares”) outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock Shares (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.71.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Safenet Inc), Agreement and Plan of Reorganization (Rainbow Technologies Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of capital stock of the Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of capital stock of the Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; , and (b) the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of capital stock of the Company Common Stock (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Celunol Corp), Agreement and Plan of Merger and Reorganization (Diversa Corp)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of capital stock of the Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of capital stock of the Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; , and (b) the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of capital stock of the Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of capital stock of the Company Common Stock (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.9.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (RHL Group, Inc.), Agreement and Plan of Merger and Reorganization (Favrille Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Quest Software Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Payment Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Agreement of Merger (Synopsys Inc), Agreement and Plan of Merger (Alpha Innotech Corp)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Avalon Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Clinical Data Inc)
Closing of the Company’s Transfer Books. At the Effective Time: , (a) all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock At or after the Effective Time, there shall be made no transfers on such the stock transfer books after of the Company of the Company Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is Certificates are presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentParent for transfer, such Company Stock Certificate they shall be canceled cancelled and shall be exchanged as provided for a check in Section 1.7.the proper amount pursuant to this ARTICLE V.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Actelion US Holding CO), Agreement and Plan of Merger (Cotherix Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 2.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; Company and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 2.5 and 2.7.
Appears in 2 contracts
Samples: Support Agreement (Vascular Biogenics Ltd.), Agreement and Plan of Merger (Seneca Biopharma, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cooper & Chyan Technology Inc), Agreement and Plan of Merger (Cadence Design Systems Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existcanceled, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Exelixis Inc), Agreement and Plan of Merger and Reorganization (Agritope Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates or book-entry shares representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (including any certificates representing the Company Preferred Stock that were converted or exercised in connection with the conversion of Company Preferred Stock) (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section Sections 1.5 and 1.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (MorphImmune Inc.), Agreement and Plan of Merger and Reorganization (Immunome Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (other than the Rollover Shares) outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Paying Agent (as defined in Section 1.71.8(a)) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rae Systems Inc), Agreement and Plan of Merger (Rae Systems Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Foundry Networks Inc), Agreement and Plan of Merger (Foundry Networks Inc)
Closing of the Company’s Transfer Books. At the Effective TimeTime of Merger I: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time of Merger I shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time Certificates shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. Time of Merger I. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. Time of Merger I. If, after the Effective TimeTime of Merger I, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.71.6) or to Surviving Entity I, the Surviving Corporation Entity or Parent, such Company Stock Certificate certificate shall be canceled and shall be exchanged as provided in Section 1.71.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Aclara Biosciences Inc), Agreement and Plan of Merger and Reorganization (Virologic Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Voting Agreement (Compurad Inc), Affiliate Agreement (Interactive Group Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock ("Shares") outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock Shares (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Ii Agreement and Plan of Reorganization (Titan Corp), Agreement and Plan of Reorganization (Cylink Corp /Ca/)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Payment Agent (as defined in Section 1.71.7(a)) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 2 contracts
Samples: Agreement of Merger (Nassda Corp), Agreement of Merger (Synopsys Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 2.5(a), and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; Company and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 2.5 and 2.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zafgen, Inc.), Agreement and Plan of Merger (Vallon Pharmaceuticals, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section Sections 1.5 and 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock (the “Company Stock Certificates”) or uncertificated book-entry shares representing shares of the Company Stock (a “Book-Entry Share”) that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; , and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock such capital stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") Certificate or Book-Entry Share is presented to the Exchange Agent (as defined in Section 1.7) or to the Payments Administrator, Surviving Corporation or Parent, such Company Stock Certificate or Book-Entry Share shall be canceled cancelled and shall be exchanged as provided in Section 1.71.14.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock Stock, other than Dissenting Shares, outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Share Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Share Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Yumanity Therapeutics, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "Company Stock Certificate") is presented to the Exchange Payment Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 2.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; Company and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 2.5 and 2.8.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of Company Common Capital Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Pharmacopeia Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall will automatically be canceled and retired and shall will cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall will cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall will be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall will be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall will be canceled and shall will be exchanged as provided in Section 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Quokka Sports Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired extinguished and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; , and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cypress Bioscience Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of the Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders the Company Stockholders (other than the right to receive the applicable portion of the Company; Merger Consideration pursuant to Section 1.6 or, in the case of Dissenting Shares, such rights as provided for under the DGCL), and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock such capital stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of the Company Common Capital Stock (a "“Company Stock Share Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Share Certificate shall be canceled cancelled and shall be exchanged as provided in Section 1.71.14.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Netscout Systems Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of Company Common Capital Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cadence Design Systems Inc)
Closing of the Company’s Transfer Books. (a) At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5, and all holders stockholders of certificates representing shares of the Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled cancelled and shall be exchanged as provided in Section Sections 1.5 and 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Portage Biotech Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Paying Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.9.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (DelMar Pharmaceuticals, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Paying Agent (as defined in Section 1.71.7(a)) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Compellent Technologies Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock Stock, other than Dissenting Shares, outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Proteostasis Therapeutics, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock Capital outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.Section
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Transition Analysis Component Technology Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of Company Common Stock (a "Company Stock CertificateCOMPANY STOCK CERTIFICATE") is presented to the Exchange Agent (as defined in Section 1.71.8) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock Share Capital outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Stock Share Capital that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; and (b) the stock share transfer books of the Company shall be closed with respect to all shares of Company Common Stock Share Capital outstanding immediately prior to the TABLE OF CONTENTS Effective Time. No further transfer of any such shares of Company Common Stock Share Capital shall be made on such stock share transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock Share Capital outstanding immediately prior to the Effective Time (a "“Company Stock Share Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCompany, such Company Stock Share Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anchiano Therapeutics Ltd.)
Closing of the Company’s Transfer Books. At the Effective Time: , (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.71.8(a)) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (OvaScience, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; Company and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Aduro Biotech, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section Sections 1.5 and 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates or book entry shares representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section Sections 1.5 and 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Skye Bioscience, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares at the close of Company Common Stock outstanding immediately prior to business on the day during which the Effective TimeTime occurs. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Timesuch date and time. If, after the Effective Time, a valid certificate previously representing any of such shares of Company Common Stock (a "Company Stock CertificateCOMPANY STOCK CERTIFICATE") is presented to the Exchange Agent (as defined in Section 1.7) or 1.9), to the Surviving Corporation or to Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.9.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Act Networks Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and each certificate representing any such Company Shares (each, a “Company Share Certificate”) shall thereafter represent the right to receive the consideration referred to in Section 1.5; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock Share shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") Share Certificate is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Share Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Nuvelo Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Infinity Oil & Gas Co)
Closing of the Company’s Transfer Books. At the Effective Time: , (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 2.1(e), and all holders of certificates (if any) representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the CompanyCompany Stockholders; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time or, if uncertificated, book entry records of ownership of the shares of Company Capital Stock (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.72.3(b)) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 2.1(e) and 2.3(b).
Appears in 1 contract
Samples: Business Combination Agreement (KBL Merger Corp. Iv)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock CertificateCOMPANY STOCK CERTIFICATE") is IS presented to the Exchange Agent (as defined in Section 1.71.8) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Snap Appliances Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section Sections 1.5 and 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Histogenics Corp)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) Agent, Parent or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sunesis Pharmaceuticals Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock share transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) MTS or to the Surviving Corporation or Parentits designated exchange agent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mer Telemanagement Solutions LTD)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Subsidiary Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tres Estrellas Enterprises, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Capital Stock, including any valid certificate representing any shares of Company Preferred Stock previously converted into shares of Company Common Stock in connection with the Preferred Stock Conversion, outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (GTX Inc /De/)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares at the close of Company Common Stock outstanding immediately prior to business on the day during which the Effective TimeTime occurs. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Timesuch date and time. If, after the Effective Time, a valid certificate previously representing any of such shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or 1.9), to the Surviving Corporation or to Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.9.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock (“Shares”) outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock Shares (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section Sections 1.5 and 1.7.. 1.7
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caladrius Biosciences, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired extinguished and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; , and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.6.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease reissued to existthe Parent retired, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Nevaeh Enterprises Ltd.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wind River Systems Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section Sections 1.5 and 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Proteon Therapeutics Inc)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates or book entry shares representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section Sections 1.5 and 1.7.. 1.7
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Skye Bioscience, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.05(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) Agent, Parent or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.05 and 1.09.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Conatus Pharmaceuticals Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, exist as provided in Section 2.5 and all holders of certificates previously representing shares of Company Common Stock Shares or non-certificated Company Shares represented by book entry (“Book Entry Shares”) that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of such Company Common Stock Shares (a "“Company Stock Certificate"”) is presented to the Exchange Paying Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.7.
Appears in 1 contract
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates or book-entry shares representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined below in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section Sections 1.5 and 1.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Kidpik Corp.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.5(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company Exhibit 2.1 shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.5 and 1.8.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Apricus Biosciences, Inc.)
Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the CompanyCompany Stockholders; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (each, a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.9.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Newlink Genetics Corp)
