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

Transfer Books; No Further Ownership Rights in Shares. 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. 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. 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 Section 2, except as otherwise provided by Law.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Somanetics Corp), Agreement and Plan of Merger (Somanetics Corp)

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Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company shall will be closed and thereafter there shall will be no further registration of transfers of Shares that were previously outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates or and Book-Entry Shares evidencing ownership of Shares outstanding immediately prior to the Effective Time shall will cease to have any rights with respect to such Shares, Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, then (subject to compliance with the exchange procedures of Section 2.3(b)) they shall will be cancelled and exchanged as provided in this Section 2, except as otherwise provided by LawAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Jacobs Engineering Group Inc /De/), Agreement and Plan of Merger (Ch2m Hill Companies LTD)

Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company shall will be closed and thereafter there shall will be no further registration of transfers of Shares on the records of the Company. 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 will 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 or Book-Entry Shares are presented to the Surviving Corporation for any reasonCorporation, then they shall will be cancelled and exchanged as provided in this Section 2, except as otherwise provided by Law.

Appears in 1 contract

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

Transfer Books; No Further Ownership Rights in Shares. 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 shares of Company Common Stock on the records of the Company. From and after 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 Sharesshares, except the right to receive the Merger Consideration and such dividends and other distributions on or in respect of Parent Common Stock as provided herein or as otherwise provided for herein or -13- by applicable Lawlaw. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Company for any reason, they shall be cancelled canceled and exchanged as provided in this Section 2, except as otherwise provided by Law.

Appears in 1 contract

Samples: Joinder Agreement (Glowpoint, Inc.)

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Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company shall will be closed and and, thereafter there shall be no further registration of transfers of Shares will be made on the records of the Company. 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 will 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 or Book-Entry Shares are presented to the Surviving Corporation for any reasonCorporation, then they shall will be cancelled and exchanged as provided in this Section SECTION 2, except as otherwise provided by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arena Pharmaceuticals Inc)

Transfer Books; No Further Ownership Rights in Shares. 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 shares of Company Capital Stock on the records of the Company. From and after 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 Sharesshares, except the right to receive the Merger Consideration and such dividends and other distributions on or in respect of Parent Merger Preferred Stock as provided herein or 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 Company for any reason, they shall be cancelled canceled and exchanged as provided in this Section 2, except as otherwise provided by Law.

Appears in 1 contract

Samples: Joinder Agreement (Glowpoint, Inc.)

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