Common use of No Further Rights or Transfers Clause in Contracts

No Further Rights or Transfers. At the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and cease to exist, and each holder of a certificate or certificates that represented shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will cease to have any rights as a shareholder of Company with respect to the shares of Company Common Stock represented by such certificate or certificates, except for the right to surrender such certificate or certificates in exchange for the payment provided pursuant to Section 2.5(a) hereof or to preserve and perfect such holder's right to receive payment for such holder's shares pursuant to Section 302A.473 of the MBCA and Section 2.6 hereof if such holder has validly exercised and not withdrawn or lost such right, and no transfer of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will be made on the stock transfer books of the Surviving Corporation.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Funco Inc), Agreement and Plan of Merger (Barnes & Noble Inc), Agreement and Plan of Merger (Electronics Boutique Holdings Corp)

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No Further Rights or Transfers. At the Effective Time, all shares of capital stock of the Company Common Stock issued and outstanding immediately prior to the Effective Time will shall be canceled and cease to exist, and each holder of a certificate or certificates that represented shares of Company Common Stock capital stock issued and outstanding immediately prior to the Effective Time will shall cease to have any rights as a shareholder of Company Shareholder with respect to the shares of Company Common Stock capital stock represented by such certificate or certificates, except for the right to surrender such certificate or certificates in exchange for the payment provided pursuant to Section 2.5(a) Sections 1.05 and 1.06 hereof or to preserve and perfect such holder's right to receive payment for such holder's shares pursuant to Section Sections 302A.471 and 302A.473 of the MBCA and Section 2.6 1.07 hereof if such holder has validly exercised and not withdrawn or lost such right, and no transfer of shares of Company Common Stock capital stock issued and outstanding immediately prior to the Effective Time will shall be made on the stock transfer books of the Surviving Corporation.

Appears in 1 contract

Samples: Amended Agreement and Plan of Merger (3m Co)

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No Further Rights or Transfers. At the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will shall be canceled cancelled and cease to exist, and each holder of a certificate Certificate or certificates Certificates that represented shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will shall cease to have any rights as a shareholder of Company with respect to the shares of Company Common Stock represented by such certificate Certificate or certificatesCertificates, except for the right to surrender such certificate Certificate or certificates Certificates in exchange for the payment provided pursuant to Section 2.5(a) 1.8 hereof or to preserve and perfect such holder's right to receive payment for such holder's shares pursuant to Section Sections 302A.471 and 302A.473 of the MBCA and Section 2.6 1.11 hereof if such holder has validly exercised and not withdrawn or lost such right, and no transfer of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will shall be made on the stock transfer books of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PrimeWood, Inc.)

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