Common use of Transfer Books; No Further Ownership Rights in Company Common Stock Clause in Contracts

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.

Appears in 12 contracts

Samples: Agreement and Plan of Merger (Jenny Craig Inc/De), Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Cigna Corp)

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Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged for Merger Consideration in the proper amount of cash as provided in this Article II.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Isco Inc), Agreement and Plan of Merger (Benthos Inc), Agreement and Plan of Merger (Cavalier Homes Inc)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock the Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article IIIII.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Watson Pharmaceuticals Inc), Agreement and Plan of Merger (Heat Acquisition Corp), Agreement and Plan of Merger (Alcatel)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged for Merger Consideration in the proper amount of cash as provided in this Article ARTICLE II.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Teledyne Technologies Inc), Agreement and Plan of Merger (Lecroy Corp), Shareholder Agreement (Bolt Technology Corp)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Nevada Chemicals Inc), Agreement and Plan of Merger (OCM Principal Opportunities Fund IV, LP), Agreement and Plan of Merger (Eastman Chemical Co)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article II.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Delco Remy International Inc), Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Interlogix Inc)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From Until surrendered as contemplated by this Section 2.2, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time, Time to represent only the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior right to receive the Effective Time shall cease to have any rights with respect to such Shares, except Merger Consideration as otherwise provided for herein or contemplated by applicable lawthis Article II. If, after the Effective Time, Certificates or Book Entry Shares are presented to the Surviving Corporation Parent for any reason, they shall be cancelled and exchanged as provided in this Article IIAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Newfield Exploration Co /De/), Agreement and Plan of Merger (Encana Corp)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records re cords of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Surviv ing Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dawson Production Services Inc), Agreement and Plan of Merger (WHX Corp)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From Until surrendered as contemplated by this Section 3.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time, Time to represent only the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior right to receive the Effective Time shall cease to have any rights with respect to such Shares, except applicable Merger Consideration as otherwise provided for herein or contemplated by applicable lawthis Article III. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Parent for any reason, they shall be cancelled and exchanged as provided in this Article IIAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Salesforce Com Inc), Agreement and Plan of Merger (Tableau Software Inc)

Transfer Books; No Further Ownership Rights in Company Common Stock. At After 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 on the records of the Company, except for the cancellation of such shares in connection with the Merger. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares, except as otherwise provided for herein or by applicable lawLaw. If, after the Effective Time, bona fide Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged for the Merger Consideration as provided in this Article ARTICLE II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bancorp of New Jersey, Inc.), Agreement and Plan of Merger (ConnectOne Bancorp, Inc.)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable lawLaw. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.I.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lindsay Corp), Agreement and Plan of Merger (Elecsys Corp)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From Until surrendered as contemplated by this Section 2.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time, Time to represent only the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior right to receive the Effective Time shall cease to have any rights with respect to such Shares, except applicable Merger Consideration as otherwise provided for herein or contemplated by applicable lawthis Article II. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Parent for any reason, they shall be cancelled and exchanged as provided in this Article IIAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zoom Video Communications, Inc.), Agreement and Plan of Merger

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates for Shares subject to Section 2.01(c) are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged in exchange for the Merger Consideration for each Share represented by such Certificate as provided in this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (In Home Health Inc /Mn/), Agreement and Plan of Merger (Manor Care Inc)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 (and associated Rights) on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock (and associated Rights) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesShares (and associated Rights), except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged for Merger Consideration in the proper amount of cash as provided in this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Garan Inc)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.by

Appears in 1 contract

Samples: Agreement and Plan of Merger (Herbalife International Inc)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.I.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Russell Corp)

Transfer Books; No Further Ownership Rights in Company Common Stock. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the records of Company or the Surviving Corporation of shares of Company Common Stock on which were outstanding immediately prior to the records of the CompanyEffective Time. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cost U Less Inc)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates for Shares subject to Section 2.01(c) are presented to the Surviving Corporation Entity for any reason, they shall be cancelled and exchanged in exchange for the Merger Consideration for each Share represented by such Certificate as provided in this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rappaport Gary B)

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Transfer Books; No Further Ownership Rights in Company Common Stock. 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 Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.2. (d)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Canisco Resources Inc)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.Effective

Appears in 1 contract

Samples: Employment Agreement (Bell Industries Inc)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From and after the Effective Time, the holders of Company Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged for Merger Consideration as provided in this Article IISection 1.12.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Excelon Corp)

Transfer Books; No Further Ownership Rights in Company Common Stock. At the Effective Time, the stock transfer books of the Company shall be closed closed, and thereafter there shall be no further registration of transfers of the shares of Company Common Stock on the records of the Company. From and after All Merger Consideration paid upon the Effective Time, the holders surrender of Certificates evidencing ownership of representing shares of Company Common Stock outstanding immediately prior to in accordance with the Effective Time terms hereof shall cease be deemed to have any been paid in full satisfaction of all rights with respect pertaining to such Shares, except as otherwise provided for herein or by applicable lawshares of Company Common Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article II, subject to Section 2.2(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Direct General Corp)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares Shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Tender Offer and Merger Agreement (Virbac Corp)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.. (d)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Handy & Harman)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 common stock of the Company Common Stock on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of common stock of the Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.I.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Park City Mines Co)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable lawApplicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Iii 6 Agreement and Plan of Merger (Novacare Employee Services Inc)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records re cords of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Handy & Harman)

Transfer Books; No Further Ownership Rights in Company Common Stock. At the close of business on the day of 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 on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares of Company Common Stock except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article IILaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Penn Millers Holding Corp)

Transfer Books; No Further Ownership Rights in Company Common Stock. 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 on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to before the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Triangle Pacific Corp)

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