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

Transfer Books; No Further Ownership Rights in Shares. After the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares on the records of the Company. After the Effective Time, the holders of Certificates or Book Entry Shares evidencing ownership of 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 and, without limitation of the foregoing, subject to the Surviving Corporation’s obligation to pay any and all dividends with a record date prior to the Effective Time which may have been declared by the Company on Shares in accordance with the terms of this Agreement prior to the Effective Time. 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 III.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (EQT Corp), Agreement and Plan of Merger (Mortons Restaurant Group Inc), Agreement and Plan of Merger (Trans Energy Inc)

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Transfer Books; No Further Ownership Rights in Shares. After At the Effective Time, the stock transfer books share records of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares shares of Company Common Stock or Company Preferred Stock on the records of the Company. After From and after the Effective Time, the holders of Certificates or Book Entry Shares evidencing ownership of Shares shares of Company Common Stock or Company Preferred 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 in this Agreement or by applicable Law and, without limitation of the foregoing, subject to the Surviving Corporation’s obligation to pay any and all dividends with a record date prior to the Effective Time which may have been declared by the Company on Shares in accordance with the terms of this Agreement prior to the Effective Timelaw. 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 III.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Polyvision Corp), Agreement and Plan of Merger (Polyvision Corp), Agreement and Plan of Merger (Polyvision Corp)

Transfer Books; No Further Ownership Rights in Shares. After 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 or Preferred Shares on the records of the Company. After From and after the Effective Time, the holders of Certificates or Book Entry Shares certificates evidencing ownership of Shares or Preferred Shares, as the case may be, outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares or Preferred Shares, as the case may be, except as otherwise provided for herein or by applicable Law and, without limitation of the foregoing, subject to the Surviving Corporation’s obligation to pay any and all dividends with a record date prior to the Effective Time which may have been declared by the Company on Shares in accordance with the terms of this Agreement prior to the Effective Timelaw. If, after the Effective Time, Certificates or Book Entry Shares certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Orbitz Inc), Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Cendant Corp)

Transfer Books; No Further Ownership Rights in Shares. After the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares on the records of the Company. After the Effective Time, the holders of Certificates or Book Entry Shares evidencing ownership of 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 and, without limitation of the foregoing, subject to the Surviving Corporation’s obligation to pay any and all dividends with a record date prior to the Effective Time which may have been declared by the Company on Shares in accordance with the terms of this Agreement prior to the Effective TimeLaw. If, after the Effective Time, Certificates or Book Entry Shares are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Article III.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Burlington Coat Factory Warehouse Corp), Agreement and Plan of Merger (COHOES FASHIONS of CRANSTON, Inc.), Agreement and Plan of Merger (Eddie Bauer Holdings, Inc.)

Transfer Books; No Further Ownership Rights in Shares. After At the Effective Time, the stock transfer books share records of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares shares of Common Stock or Preferred Stock on the records of the Company. After From and after the Effective Time, the holders of Certificates or Book Entry Shares certificates evidencing ownership of Shares shares of Common Stock or Preferred 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 in this Agreement or by applicable Law and, without limitation of the foregoing, subject to the Surviving Corporation’s obligation to pay any and all dividends with a record date prior to the Effective Time which may have been declared by the Company on Shares in accordance with the terms of this Agreement prior to the Effective Timelaw. If, after the Effective Time, Certificates or Book Entry Shares any certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article III.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sweetheart Holdings Inc \De\), Agreement and Plan of Merger (Solo Texas, LLC)

Transfer Books; No Further Ownership Rights in Shares. After At the ----------------------------------------------------- Effective Time, the stock transfer books share records of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares shares of Company Common Stock or Company Preferred Stock on the records of the Company. After From and after the Effective Time, the holders of Certificates or Book Entry Shares evidencing ownership of Shares shares of Company Common Stock or Company Preferred 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 in this Agreement or by applicable Law and, without limitation of the foregoing, subject to the Surviving Corporation’s obligation to pay any and all dividends with a record date prior to the Effective Time which may have been declared by the Company on Shares in accordance with the terms of this Agreement prior to the Effective Timelaw. 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 III.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Steelcase Inc), Agreement and Plan of Merger (Steelcase Inc)

Transfer Books; No Further Ownership Rights in Shares. After 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 of Shares shares of Common Stock on the records of the Company. After the Effective Time, the holders of Certificates or Book and Book-Entry Shares evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares, except the right to receive the Merger Consideration as provided herein or as otherwise provided for herein or by applicable Law and, without limitation of the foregoing, subject to the Surviving Corporation’s obligation to pay any and all dividends with a record date prior to the Effective Time which may have been declared by the Company on Shares in accordance with the terms of this Agreement prior to the Effective TimeLaw. If, after the Effective Time, any Certificates or Book Book-Entry Shares are presented surrendered to the Paying Agent, Parent, AcquisitionCo, or the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article III.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sl Industries Inc), Agreement and Plan of Merger (Handy & Harman Ltd.)

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Transfer Books; No Further Ownership Rights in Shares. After At the Effective Time, the stock transfer books of the Company with respect to the Shares shall be closed and thereafter there shall be no further registration of transfers of the Shares on the records of the Company. After From and after the Effective Time, the holders of Certificates or Book Entry Shares evidencing ownership of 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 and, without limitation of the foregoing, subject to the Surviving Corporation’s obligation to pay any and all dividends with a record date prior to the Effective Time which may have been declared by the Company on Shares in accordance with the terms of this Agreement prior to the Effective TimeLaw. 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 III.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Westfield Holdings LTD /), Agreement and Plan of Merger (Westfield America Management LTD)

Transfer Books; No Further Ownership Rights in Shares. After 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 shares of Company Common Stock or Company Preferred Stock on the records of the Company. After From and after the Effective Time, the holders of Certificates or Book Entry Shares evidencing ownership of Shares shares of Company Common Stock or Company Preferred 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 and, without limitation of the foregoing, subject to the Surviving Corporation’s obligation to pay any and all dividends with a record date prior to the Effective Time which may have been declared by the Company on Shares in accordance with the terms of this Agreement prior to the Effective Timelaw. If, after the Effective Time, Certificates or Book Entry Shares are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged for the applicable Merger Consideration in the proper amount of cash as provided in this Article IIIII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Castle Dental Centers Inc)

Transfer Books; No Further Ownership Rights in Shares. After 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 on the records of the Company. After From and after the Effective Time, the holders of Certificates or Book Entry Shares evidencing ownership of 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 and, without limitation of the foregoing, subject to the Surviving Corporation’s obligation to pay any and all dividends with a record date prior to the Effective Time which may have been declared by the Company on Shares in accordance with the terms of this Agreement prior to the Effective Timelaw. 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 III.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cendant Corp)

Transfer Books; No Further Ownership Rights in Shares. After 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 of Shares shares of Common Stock on the records of the Company. After the Effective Time, the holders of Certificates or Book and Book-Entry Shares evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares, except the right to receive the Merger Consideration as provided herein or as otherwise provided for herein or by applicable Law and, without limitation of the foregoing, subject to the Surviving Corporation’s obligation to pay any and all dividends with a record date prior to the Effective Time which may have been declared by the Company on Shares in accordance with the terms of this Agreement prior to the Effective TimeLaw. If, after the Effective Time, any Certificates or Book Book-Entry Shares are presented surrendered to the Exchange Agent, Parent or the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article III.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Steel Partners Holdings L.P.)

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