Common use of Rights as Stockholders; Stock Transfers Clause in Contracts

Rights as Stockholders; Stock Transfers. All shares of Company Common Stock, when converted as provided in Section 2.1(c), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and, except as to Treasury Stock and any Suspense Shares, each Certificate previously evidencing such shares shall thereafter represent only the right to receive, for each such share of Company Common Stock, the Merger Consideration and, if applicable, any cash in lieu of fractional shares of Buyer Common Stock in accordance with Section 2.3. At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, stockholders of the Company, other than the right to receive the Merger Consideration and cash in lieu of fractional shares of Buyer Common Stock as provided under this Article II. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Brookline Bancorp Inc), Agreement and Plan of Merger (PCSB Financial Corp)

AutoNDA by SimpleDocs

Rights as Stockholders; Stock Transfers. All At the Effective Time, all shares of Company Common Stock, when converted as provided in accordance with Section 2.1(c)2.01(c) above, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist andexist, except as to Treasury Stock and any Suspense Shares, each Certificate or Book-Entry Share previously evidencing such shares shall thereafter represent only the right to receive, receive for each such share of Company Common Stock, the per share Merger Consideration and, if applicable, and any cash in lieu of fractional shares of Buyer Common Stock in accordance with Section 2.3this ARTICLE II. At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, stockholders of the Company, other than the right to receive the per share Merger Consideration and cash in lieu of fractional shares of Buyer Common Stock as provided under this Article ARTICLE II. After the Effective Time, there shall be no registration of transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bank of the Ozarks Inc)

Rights as Stockholders; Stock Transfers. All shares of Company Common Stock, when converted as provided in Section 2.1(c), shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist and, except as to Treasury Stock and any Suspense Dissenting Shares, each Certificate certificate (a “Certificate”) previously evidencing such shares shall thereafter represent only the right to receive, for each such share of Company Common Stock, the Merger Consideration and, if applicable, any cash in lieu of fractional shares of Buyer Common Stock in accordance with Section 2.3. At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, stockholders of the Company, other than the right to receive the Merger Consideration and cash in lieu of fractional shares of Buyer Common Stock as provided under this Article II. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Orrstown Financial Services Inc)

Rights as Stockholders; Stock Transfers. All shares of Company Common Stock, when converted as provided in Section 2.1(c3.1(c), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist andexist, except as to Treasury Stock and any Suspense Shareseach certificate (a "Certificate" and collectively, each Certificate the "Certificates") previously evidencing such shares shall thereafter represent only the right to receive, receive for each such share of Company Common Stock, Stock the Merger Consideration and, if applicable, any and cash in lieu of fractional shares of Buyer Common Stock in accordance with Section 2.3Sections 3.1(c) and 3.3. At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, stockholders shareholders of the Company, other than the right to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the right to receive the Merger Consideration and cash in lieu of fractional shares of Buyer Common Stock as provided under this Article IIIII. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock, Stock other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chittenden Corp /Vt/)

Rights as Stockholders; Stock Transfers. All shares of Company Common Stock, when converted as provided in Section 2.1(c), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and, except as to Treasury Stock and any Suspense Shares, each Certificate certificate or direct registration statement (a “Certificate”) previously evidencing such shares shall thereafter represent only the right to receive, for each such share of Company Common Stock, the Merger Consideration and, if applicable, any cash in lieu of fractional shares of Buyer Common Stock in accordance with Section 2.3. At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, stockholders of the Company, other than the right to receive the Merger Consideration and cash in lieu of fractional shares of Buyer Common Stock as provided under this Article II. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Orrstown Financial Services Inc)

AutoNDA by SimpleDocs

Rights as Stockholders; Stock Transfers. All shares of Company Common Stock, when converted as provided in Section 2.1(c), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist andexist, except as to Treasury Stock and any Suspense Shares, each Certificate certificate (a “Certificate”) previously evidencing such shares shall thereafter represent only the right to receive, for each such share of Company Common Stock, the Merger Consideration and, if applicable, any cash in lieu of fractional shares of Buyer Common Stock in accordance with Section 2.3. At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, stockholders of the Company, other than the right to receive the Merger Consideration and cash in lieu of fractional shares of Buyer Common Stock as provided under this Article II. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Camden National Corp)

Rights as Stockholders; Stock Transfers. All shares Shares of Company Common Stock, when converted as provided in Section 2.1(c2.1(b), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist andexist, except as to Treasury Stock and any Suspense Shares, each Certificate certificate (a “Certificate”) previously evidencing such shares shall thereafter represent only the right to receive, for each such share of Company Common Stock, the Merger Consideration and, if applicable, any cash in lieu of fractional shares of Buyer Common Stock in accordance with Section 2.3. At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, stockholders of the Company, other than the right to receive the Merger Consideration and and, if applicable, cash in lieu of fractional shares of Buyer Common Stock as provided under this Article IIin Section 2.3. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Brookline Bancorp Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.