Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Parent or the Exchange Agent, they shall be canceled and exchanged for Merger Consideration in accordance with Section 1.5.
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Samples: Agreement and Plan of Merger (Lernout & Hauspie Speech Products Nv), Agreement and Plan of Merger (Lernout & Hauspie Speech Products Nv)
Closing of Transfer Books. At From and after the Effective Time, the stock share transfer ------------------------- books of the Company shall be closed and no registration of any transfer of any shares of the Company Shares shall thereafter be mademade in the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Parent or the Exchange AgentCompany, they shall be canceled and exchanged for the Merger Consideration in accordance with Section 1.5Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy East Corp), Agreement and Plan of Merger (Berkshire Energy Resources)
Closing of Transfer Books. At the Effective Time, the stock share transfer ------------------------- books of the Company shall be closed closed, and there shall be no further registration of transfers on the share transfer books of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation, Corporation of the Parent or the Exchange Agent, they shall be canceled and exchanged for Merger Consideration in accordance with Section 1.5.Company Common Shares that were
Appears in 1 contract
Samples: Execution Version Agreement and Plan of Merger (Bravo Brio Restaurant Group, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed and no transfer of Company Common Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation, the Parent or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration in accordance with Section 1.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Student Advantage Inc)
Closing of Transfer Books. At From and after the Effective Time, the stock transfer ------------------------- books book of the Company shall be closed and no transfer of any capital stock of the Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Parent or the Exchange AgentCompany, they shall be canceled cancelled and exchanged for Merger Consideration certificates representing the appropriate number of Parent Shares, as provided in accordance with this Section 1.52.3.
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Samples: Management Services Agreement (Long Island Lighting Co)
Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Parent or the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for Merger Consideration Shares in accordance with Section 1.51.7, subject to applicable law in the case of Dissenting Shares.
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Samples: Nonqualified Stock Option Agreement (Atrinsic, Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates formerly representing Company Shares are presented to the Buyer or the Surviving Corporation, the Parent or the Exchange Agent, they shall be canceled cancelled and exchanged for the Merger Consideration in accordance with Section 1.51.5 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brooks Automation Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates formerly representing Shares are presented to the Surviving Corporation, the Parent or the Exchange AgentEntity, they shall be canceled cancelled and exchanged for the Merger Consideration in accordance with Section 1.51.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Faro Technologies Inc)
Closing of Transfer Books. At the Effective TimeTime of the Merger, the stock transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective TimeTime of the Merger, Certificates certificates formerly representing Shares are presented to the Surviving Corporation, the Parent or the Exchange Agent, they shall be canceled cancelled and exchanged for the Merger Consideration in accordance with Section 1.5.g.
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Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation, the Parent or the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for Merger Consideration in accordance with Section 1.5Parent Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Anvex International, Inc.)
Closing of Transfer Books. At the Effective Time, the stock ------------------------- transfer ------------------------- books of the Company and Flagship shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates formerly representing Shares are presented to the Surviving Corporation, the Parent or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration as set forth in accordance with Section 1.51.3.
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Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed closed, and there shall be no transfer further registration of Company Shares shall transfers of Common Units outstanding immediately prior to the Effective Time thereafter be madeon the records of the Company. If, after the Effective Time, any Certificates are presented to the Surviving Corporation, the Parent Company or the Exchange AgentPaying Agent for any reason, they shall be marked canceled and exchanged for Merger Consideration as provided in accordance with Section 1.5this Article IV.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Macquarie Infrastructure Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Parent or the Exchange AgentSurviving Corporation, they shall be canceled cancelled and exchanged for Merger Consideration Shares in accordance with Section 1.51.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Lifeapps Digital Media Inc.)
Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates formerly representing Company Shares are presented to the Buyer or the Surviving Corporation, the Parent or the Exchange Agent, they shall be canceled cancelled and exchanged for the Merger Consideration in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation, the Parent or the Exchange Agent, they shall be canceled cancelled and exchanged for Merger Consideration Shares in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Closing of Transfer Books. At the Effective Time, the stock ------------------------- transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates formerly representing Shares are presented to the Surviving Corporation, the Parent or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration as set forth in accordance with Section 1.51.3.
Appears in 1 contract
Samples: Form of Merger Agreement (Physicians Quality Care Inc)
Closing of Transfer Books. At the Effective Time, the stock share transfer ------------------------- books of the Company shall will be closed closed, and there will be no further registration of transfers on the share transfer books of the Company or the Surviving Corporation of the Company Shares shall thereafter be madethat were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation, the Parent or the Exchange AgentCorporation for transfer, they shall will be canceled cancelled and exchanged for the relevant Merger Consideration in accordance with Section 1.5pursuant to this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Keithley Instruments Inc)
Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates formerly representing Company Shares are presented to the Buyer or the Surviving Corporation, the Parent or the Exchange Agent, they shall be canceled cancelled and exchanged for Merger Consideration the applicable amounts payable, if any, in accordance with respect of such Company Shares pursuant to Section 1.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ember Therapeutics, Inc. - Ny)
Closing of Transfer Books. At the Effective Time, the stock Share transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates Shares are presented to Purchaser, the Surviving Corporation, the Parent Company or the Exchange AgentSeller Representative, they shall be canceled cancelled and exchanged for Merger Consideration shall, to the extent otherwise provided in this Agreement, be paid in respect thereof in accordance with this Section 1.52.2.
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Closing of Transfer Books. At the Effective Time, the stock share transfer ------------------------- books of the Company shall be closed closed, and there shall be no further registration of transfers on the share transfer books of Company the Surviving Corporation of the Common Shares shall thereafter be madethat were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Corporation or Parent or the Exchange Agentfor transfer, they shall be canceled cancelled and exchanged for Merger Consideration in accordance with Section 1.5pursuant and subject to this Article II.
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Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates formerly representing Company Shares are presented to Buyer or the Surviving Corporation, the Parent or the Exchange Agent, they shall be canceled cancelled and exchanged for the Merger Consideration in accordance with Section 1.52.2, subject to Section 2.3 and to applicable Law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Merger Agreement (CDC Corp)
Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates formerly representing Company Shares are presented to the Buyer or the Surviving Corporation, the Parent or the Exchange Agent, they shall be canceled cancelled and exchanged for the Merger Consideration Consideration, subject to Section 1.7 in accordance with Section 1.5the case of Dissenting Shares and to applicable law.
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Closing of Transfer Books. At the Effective Time, the stock ------------------------- transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates formerly representing Shares are presented to the Surviving Corporation, the Parent or the Exchange Agent, they shall be canceled cancelled and exchanged for the Merger Consideration in accordance with Section 1.5.as set forth on Schedule -------- 1.3. ---
Appears in 1 contract
Samples: Form of Merger Agreement (Physicians Quality Care Inc)
Closing of Transfer Books. At the Effective Time, the stock ------------------------- transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates formerly representing Company Shares are presented to the Surviving Corporation, the Parent or the Exchange Agent, they shall be canceled cancelled and exchanged for Merger Consideration Initial Shares in accordance with Section 1.51.5(a), subject to Section 1.7.
Appears in 1 contract
