Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article III.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Span America Medical Systems Inc), Agreement and Plan of Merger (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (Dionex Corp /De)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they the holder of Certificates shall be cancelled given a copy of the letter of transmittal referred to in Section 2.2(b) and exchanged for the Merger Consideration in accordance instructed to comply with the procedures set forth instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIIII.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Metals Usa Holdings Corp.), Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Ancestry.com Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Common Shares that were outstanding immediately prior to the Effective TimeTime thereafter on the records of the Company. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent the Paying Agent for transferany reason, they shall be cancelled marked canceled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIIIV.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fisher Communications Inc), Agreement and Plan of Merger (Sciclone Pharmaceuticals Inc), Agreement and Plan of Merger (Multi Fineline Electronix Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed, and there shall will be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Common Shares (other than the Surviving Shares) that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares (other than with respect to Surviving Shares) are presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transfer, they shall will be cancelled and exchanged for payment in the Merger Consideration in accordance with proper amount pursuant to and subject to the procedures set forth in requirements of this Article IIIII.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (American Greetings Corp)
Closing of Transfer Books. At or after the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Shares that shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transferCorporation, they shall be cancelled canceled and exchanged for the Merger Consideration consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article III2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Worth John R), Agreement and Plan of Merger (Spartech Corp), Agreement and Plan of Merger (Alberto Culver Co)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration registrations of transfers transfer on the stock transfer books of the Surviving Corporation Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are any Certificate is presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transfer, they it shall be cancelled and exchanged for the Merger Consideration cash amount in accordance with immediately available funds to which the procedures set forth in holder thereof is entitled pursuant to this Article IIIII.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Con-Way Inc.), Agreement and Plan of Merger (XPO Logistics, Inc.), Agreement and Plan of Merger (Echo Global Logistics, Inc.)
Closing of Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective TimeDate. If, after the Effective TimeDate, Certificates or Book-Entry Shares are presented or delivered to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the Merger Consideration in accordance with the procedures set forth in proper amount pursuant to this Article IIIII.
Appears in 3 contracts
Samples: Merger Agreement (Biotel Inc.), Merger Agreement (Cardionet Inc), Merger Agreement (Biotel Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were Company Common Stock which was outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Company Book-Entry Shares are presented to the Surviving Corporation Corporation, the Surviving Company or Parent the Exchange Agent for transferany reason, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIISection 2.3, except as otherwise provided by Section 2.1(e).”
Appears in 2 contracts
Samples: Merger Agreement (Invitrogen Corp), Merger Agreement (Applied Biosystems Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares or Company Stock Options that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Silverleaf Resorts Inc), Agreement and Plan of Merger (Silverleaf Resorts Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed, and there shall will be no further registration of transfers on the stock transfer books of the Company or the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall will be cancelled and exchanged for a check in the Merger Consideration in accordance with the procedures set forth in proper amount pursuant to this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (TAMINCO Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled marked “cancelled” and exchanged for a check in the Merger Consideration in accordance with proper amount pursuant to and subject to the procedures set forth in requirements of this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Goldman Sachs Group Inc/), Agreement and Plan of Merger (Waste Industries Usa Inc)
Closing of Transfer Books. At After the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transferParent, they shall be cancelled canceled and exchanged for the appropriate amount of Merger Consideration as provided in accordance with the procedures set forth Section 2.1 and in this Article IIISection 2.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley Resources Inc /Ri/), Agreement and Plan of Merger (Southern Union Co)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for the relevant Merger Consideration in accordance with the procedures set forth in pursuant to this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McClatchy Co), Agreement and Plan of Merger (Knight Ridder Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Parent of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to Parent or the Surviving Corporation or Parent Exchange Agent for transferany reason, they shall be cancelled canceled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIISection 2.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EarthLink Holdings Corp.), Agreement and Plan of Merger (Windstream Holdings, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation shares of the Shares that were Common Stock outstanding immediately prior to the Effective TimeTime thereafter on the records of the Company. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent the Paying Agent for transferany reason, they shall be cancelled marked canceled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIIIV.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mony Group Inc), Agreement and Plan of Merger (Axa Financial Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Common Shares that were outstanding immediately prior to the Effective TimeTime thereafter on the records of the Company. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent the Paying Agent for transferany reason, they shall be cancelled marked canceled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIIIV.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Usi Holdings Corp), Agreement and Plan of Merger (Friendly Ice Cream Corp)
Closing of Transfer Books. (i) At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or any Book-Entry Share representing ownership of Shares are is presented to the Surviving Corporation Company, Parent or Parent the Paying Agent for transfer, they such Book-Entry Share shall be cancelled and exchanged for the Share Merger Consideration in accordance with to which the procedures set forth in holder of such Book-Entry Share is entitled pursuant to this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Independence Realty Trust, Inc.), Agreement and Plan of Merger (Steadfast Apartment REIT, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Common Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled canceled and exchanged for a check in the Merger Consideration in accordance with the procedures set forth in proper amount pursuant to this Article IIISection 1.14.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caucuscom Mergerco Corp.), Agreement and Plan of Merger (Metromedia International Group Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed, closed with respect to all shares of common stock and there shall be no further registration preferred stock of transfers on the stock transfer books of the Surviving Corporation of the Shares that were Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of common stock or preferred stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are a valid Company stock certificate is presented to the Surviving Corporation Paying Agent or Parent for transferto Parent, they such stock certificate shall be cancelled and exchanged surrendered for the Merger Consideration cash as provided in accordance with the procedures set forth in this Article IIISection 2.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scripps E W Co /De), Agreement and Plan of Merger (Summit America Television Inc /Tn/)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transfertransfer or any other reason, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arotech Corp), Agreement and Plan of Merger (Tower International, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that Company Common Stock which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates or Company Book-Entry Shares are presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transferany reason, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIIII, except as otherwise provided by Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Centennial Communications Corp /De)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for the Merger Consideration in accordance with and subject to the procedures set forth in this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wj Communications Inc), Agreement and Plan of Merger (Triquint Semiconductor Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the Merger Consideration in accordance with proper amount pursuant to and subject to the procedures set forth in requirements of this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Egl Inc), Agreement and Plan of Merger (Crane James R)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the Merger Consideration in accordance with the procedures set forth in proper amount pursuant to this Article III.ARTICLE I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Capital Strategies LTD), Agreement and Plan of Merger (Merisel Inc /De/)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the Merger Consideration in accordance with the procedures set forth in proper amount pursuant to this Article III.I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Suncom Wireless Holdings, Inc.)
Closing of Transfer Books. At As of the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are validly presented to the Surviving Corporation or Parent the Paying Agent for transfertransfer or any other reason, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth Consideration, as provided in this Article IIIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dresser-Rand Group Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. IfSubject to Section 2.2(e), if, at any time after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent the Paying Agent for transferany reason, they shall be cancelled canceled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dupont Photomasks Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Shares that Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Book Entry Shares are presented to the Surviving Corporation Company or Parent the Paying Agent for transferany reason, they shall be cancelled canceled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIIII, except as otherwise provided by Law.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation or by book-entry of the Shares Shares, other than transfers that were outstanding immediately prior to occurred before the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transferany reason, they shall be cancelled and exchanged for a check in the Merger Consideration in accordance with the procedures set forth in proper amount pursuant to this Article III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Odyssey Healthcare Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Company or the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for the relevant Merger Consideration in accordance with the procedures set forth in pursuant to this Article IIIII.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Company Common Shares that or Company Series A Preferred Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent the Exchange Agent for transferany reason, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIIII, except as otherwise provided by law.
Appears in 1 contract
Closing of Transfer Books. At or after the Effective ------------------------- Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Shares that shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transferCorporation, they shall be cancelled canceled and exchanged for the Merger Consideration consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article III2.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration registrations of transfers transfer on the stock transfer books of the Surviving Corporation Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are any Certificate is presented to the Surviving Corporation Corporation, Parent or Parent the Exchange Agent for transfer, they it shall be cancelled and exchanged for the Merger Consideration cash amount in accordance with immediately available funds to which the procedures set forth in holder thereof is entitled pursuant to this Article IIIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pacer International Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Metro Parent for transfer, they shall be cancelled and exchanged for a check in the Merger Consideration in accordance with the procedures set forth in proper amount pursuant to this Article IIIII.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to before the Effective Time. If, after the Effective Time, Certificates or Book-Entry not representing Dissenting Shares are presented to the Surviving Corporation or Parent Purchaser for AGREEMENT AND PLAN OF MERGER 17 transfer, they shall be cancelled and exchanged for the Merger Share Consideration pursuant to and in accordance with the procedures set forth in of this Article III.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates any Certificate or Book-Entry Shares are Share is presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transfer, they shall be cancelled marked “cancelled” and exchanged for a payment in the Merger Consideration in accordance with proper amount pursuant to and subject to the procedures set forth in requirements of this Article IIIARTICLE 2.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and thereafter, there shall be no further registration of transfers of shares of Company Common Stock or Company Preferred Stock then outstanding on the stock transfer books records of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective TimeCompany. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they after the Effective Time shall be cancelled and exchanged for represent the right to receive the Common Merger Consideration or Preferred Merger Consideration, as applicable, as provided in accordance with the procedures set forth Section 3.1 and in this Article IIISection 3.3.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates any Certificate or Book-Entry Shares are Share is presented to the Surviving Corporation or Parent for transfer, they it shall be cancelled and exchanged for canceled against delivery of the Merger Consideration in accordance with the procedures set forth as provided in this Article IIISection 2.02.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flow International Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation shares of the Shares that were common stock outstanding immediately prior to the Effective TimeTime thereafter on the records of the Company. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent the Paying Agent for transferany reason, they shall be cancelled marked canceled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article III.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transfertransfer or any other reason, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIIII, except as otherwise provided by Law.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the Merger Consideration in accordance with the procedures set forth in proper amount pursuant to this Article III.I.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Common Shares that were outstanding immediately prior to the Effective TimeTime thereafter on the records of the Company. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent the Paying Agent for transferany reason, they shall be cancelled marked canceled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIIARTICLE IV.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lifepoint Health, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of the Shares that Company Common Stock which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates or Company Book-Entry Shares are presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transferany reason, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIIII, except as otherwise provided by Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NextWave Wireless Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, subject to compliance with the procedures in Section 2.2(b), they shall be cancelled and exchanged for a check in the Merger Consideration in accordance with the procedures set forth in proper amount pursuant to this Article IIIII.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the Merger Consideration in accordance with the procedures set forth in proper amount pursuant to this Article III.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to before the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they the holder of Certificates shall be cancelled given a copy of the letter of transmittal referred to in Section 2.3(b) and exchanged for the Merger Consideration in accordance instructed to comply with the procedures set forth instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article III2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Frischs Restaurants Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the Merger Consideration proper amount pursuant to and in accordance with the procedures set forth in of this Article IIIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Touchstone Software Corp /Ca/)
Closing of Transfer Books. At or after the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Shares that shares of Company Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transferCorporation, they shall be cancelled canceled and exchanged for the Merger Consideration consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article III2.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Parent or the Surviving Corporation or Parent for transferCorporation, they shall be cancelled and exchanged for the Merger Consideration Initial Shares or shares of Parent Common Stock in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the procedures set forth in this Article IIIcase of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ethanex Energy, Inc.)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books (but not of the Surviving Corporation Corporation) will be closed and no transfer of the shares of Company Common Shares that were outstanding immediately prior to the Effective Timewill thereafter be made. If, after the Effective Time, Certificates or Book-Entry certificates formerly representing Company Common Shares are presented to the Surviving Corporation or Parent for transferCorporation, they shall will be cancelled canceled and exchanged for the Merger Consideration in accordance with the procedures certificates representing shares of New Common Stock as set forth in under this Agreement. Article III.V
Appears in 1 contract
Closing of Transfer Books. At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the Merger Consideration in accordance with the procedures set forth in proper amount pursuant to this Article III2.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the Merger Consideration in accordance with the procedures set forth in proper amount pursuant to this Article IIIII.
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Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the Merger Consideration in accordance with proper amount pursuant to and subject to the procedures set forth in requirements of this Article III.II. -7- TABLE OF CONTENTS (continued) Page
Appears in 1 contract
Closing of Transfer Books. At As of the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are validly presented to the Surviving Corporation or Parent the Paying Agent for transfertransfer or any other reason, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Varian Medical Systems Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the Merger Consideration in accordance with the procedures set forth in proper amount pursuant to this Article III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Obagi Medical Products, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were Company Common Stock which was outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Company Book-Entry Shares are presented to the Surviving Corporation or Parent the Exchange Agent for transferany reason, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth as provided in this Article IIISection 2.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PAETEC Holding Corp.)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares (other than Remaining Shares or Rolled Shares) that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates (other than with respect to Remaining Shares or Book-Entry Shares Rolled Shares) are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the Merger Consideration in accordance with proper amount pursuant to and subject to the procedures set forth in requirements of this Article IIIII.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the Merger Consideration in accordance with proper amount pursuant to and subject to the procedures set forth in requirements of this Article IIIARTICLE II.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. IfSubject to Section 2.2(d), if, at any time after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transferany reason, they shall be cancelled and exchanged for pursuant to and subject to the Merger Consideration in accordance with the procedures set forth in requirements of this Article IIIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lufkin Industries Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for the proper Merger Consideration in accordance with pursuant to and subject to the procedures set forth in requirements of this Article IIIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harman International Industries Inc /De/)
Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for the Merger Consideration to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article IIIII.
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