Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Company.
Appears in 31 contracts
Samples: Agreement and Plan of Merger (Alliance Healthcard Inc), Agreement and Plan of Merger (Investools Inc), Agreement and Plan of Merger (Bard C R Inc /Nj/)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Company.
Appears in 24 contracts
Samples: Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Go2net Inc), Agreement and Plan of Merger (Renaissance Worldwide Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company.
Appears in 17 contracts
Samples: Agreement and Plan of Merger (China Youth Media, Inc.), Agreement and Plan of Merger (Splinternet Holdings Inc), Agreement and Plan of Merger (Heratsi Pharmaceuticals)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company with respect to all shares of capital stock of the Company shall be closed, closed and there shall be no further registration of transfers of the Company Common Stock such shares of capital stock shall thereafter be made on the records of the Company.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (S.D. Shepherd Systems, Inc.), Agreement and Plan of Merger (Proxicom Inc), Agreement and Plan of Merger (Micros to Mainframes Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Room Plus Inc), Agreement and Plan of Merger (Tracor Inc /De), Agreement and Plan of Merger (Donna Karan International Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company. On or after the Effective Time, any certificates presented to the Paying Agent or Parent for any reason shall be converted into the Merger Consideration.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Citrix Systems Inc), Agreement and Plan of Merger (Hadco Acquisition Corp Ii), Agreement and Plan of Merger (G I Holdings Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Company.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Chaparral Resources Inc), Agreement and Plan of Merger (Fsa Acquisition Corp), And Restated Agreement and Plan of Merger (Globe Business Resources Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company shares of Common Stock thereafter on the records of the Company. Any Certificates presented to the Exchange Agent or the Surviving Corporation for any reason at or after the Effective Time shall be exchanged for the Merger Consideration pursuant to the terms hereof.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Stratford American Corp), Agreement and Plan of Merger (BNMC Acquisition Co), Agreement and Plan of Merger (Buckley Evan R)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Company.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock Shares thereafter on the records of the Company.
Appears in 7 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Oak Technology Inc), Recapitalization Agreement (Ddi Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed with respect to shares of Common Stock outstanding immediately prior to the Effective Time and there shall be no further registration of transfers of the Company Common Stock such shares thereafter on the records of the Company. From and after the Effective Time, the holders of shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as otherwise provided in this Agreement or by law.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Leapnet Inc), Merger Agreement (Ford Motor Co), Merger Agreement (Ford Motor Co)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock Shares thereafter on the records of the Company.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Adam Inc), Agreement and Plan of Merger (Big v Supermarkets Inc), Agreement and Plan of Merger (Radiant Systems Inc)
Stock Transfer Books. At the close of business on the day prior to the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Capital Stock shall thereafter be no further registration of transfers of the Company Common Stock thereafter made on the records of the Companysuch stock transfer books.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Hologic Inc), Agreement and Plan of Merger (Hologic Inc), Agreement and Plan of Merger (Hologic Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of the Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Capital Stock, except as otherwise provided in this Agreement or by Law.
Appears in 5 contracts
Samples: Merger Agreement and Plan of Reorganization (Progressive Care Inc.), Merger Agreement and Plan of Reorganization (NextPlat Corp), Merger Agreement and Plan of Reorganization (NextPlat Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company.
Appears in 5 contracts
Samples: Escrow Agreement (Core Laboratories N V), Agreement and Plan of Merger (Core Laboratories N V), Escrow Agreement (Core Laboratories N V)
Stock Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates or Uncertificated Company Stock shall cease to have any rights with respect to such shares of Company Common Stock formerly represented thereby, except as otherwise provided herein or by Law.
Appears in 5 contracts
Samples: Management and Advisory Agreement (Gannett Co., Inc.), Agreement and Plan of Merger (Cigna Corp), Agreement and Plan of Merger (Express Scripts Holding Co.)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed, closed immediately upon the Effective Time and there shall be no further registration of transfers of the Company Common Stock Shares thereafter on the records of the Company.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Westwood One Inc /De/), Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Headwaters Inc)
Stock Transfer Books. At the close of business on the date of the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pen Interconnect Inc), Agreement and Plan of Merger (Dresser Industries Inc /De/), Agreement and Plan of Merger (Dresser Industries Inc /De/)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed, closed immediately upon the Effective Time of the Merger and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company.
Appears in 4 contracts
Samples: Voting Agreement (WTC Industries Inc), Voting Agreement (Cuno Inc), Exhibit 10 (Fauth John J)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company with respect to all shares of capital stock or other securities of the Company shall be closed, closed and there shall be no further registration of transfers of the Company Common Stock such shares of capital stock or other securities shall thereafter be made on the records of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Answerthink Consulting Group Inc), Agreement and Plan of Merger (Advanced Communication Systems Inc), Agreement and Plan of Merger (Think New Ideas Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company Individual shall be closed, and there shall be no further registration of transfers of the Company Individual Common Stock thereafter on the records of the CompanyIndividual.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Individual Inc), Agreement and Plan of Merger and Reorganization (Desktop Data Inc), Agreement and Plan of Merger and Reorganization (Desktop Data Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closedclosed and, and thereafter, there shall be no further registration of transfers of the shares of Company Common Stock thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock formerly represented thereby, except as otherwise provided in this Agreement or by Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Healthextras Inc), Agreement and Plan of Merger (Kaye Group Inc), Agreement and Plan of Merger (Hub International LTD)
Stock Transfer Books. At the Effective TimeTime of the Merger, the stock transfer books of the Company with respect to all shares of capital stock or other securities of the Company shall be closed, closed and there shall be no further registration of transfers of the Company Common Stock such shares of capital stock or other securities shall thereafter be made on the records of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Itron Inc /Wa/), Agreement and Plan of Merger (Earthlink Inc), Agreement and Plan of Merger (Onemain Com Inc)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed, closed immediately upon the Effective Time and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Outdoor Channel Holdings Inc), Agreement and Plan of Merger (Vallen Corp), Agreement and Plan of Merger (Shield Acquisition Corp/Ga)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed, closed immediately upon the Effective Time and there shall be no further registration of transfers of the Company Common Capital Stock thereafter on the records of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (AOL Inc.), Agreement and Plan of Merger and Reorganization (Knot Inc), Agreement and Plan of Merger (Getty Images Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed (after giving effect to the items contemplated by this Article IV) and thereafter there shall be no further registration of transfers of the shares of Company Common Stock thereafter outstanding immediately prior to the Effective Time on the records of the Company. From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sutron Corp), Agreement and Plan of Merger (Iris International Inc), Agreement and Plan of Merger (Health Grades Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed, closed and there shall will be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (One World Pharma, Inc.), Agreement and Plan of Merger (Gilder Enterprises Inc), Agreement and Plan of Merger (MedaSorb Technologies CORP)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Stock, except as otherwise provided in this Agreement or by Law.
Appears in 3 contracts
Samples: Business Combination Agreement and Plan of Reorganization (Jet Token Inc.), Business Combination Agreement and Plan of Reorganization (Oxbridge Acquisition Corp.), Business Combination Agreement (Tortoise Acquisition Corp. II)
Stock Transfer Books. At the Effective Time, the stock -------------------- transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Premiere Technologies Inc), Agreement and Plan of Merger (Xpedite Systems Inc), Agreement and Plan of Merger (Premiere Technologies Inc)
Stock Transfer Books. At Company's stock transfer books shall be closed immediately upon the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter Shares on the records of the Company's stock transfer records.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Scherer Healthcare Inc), Agreement and Plan of Merger (Stericycle Inc), Agreement and Plan of Merger (Stericycle Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books -------------------- of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock or Company Preferred Stock thereafter on the records of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger (Lycos Inc)
Stock Transfer Books. At the close of business on the date of the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Scott Technologies Inc), Agreement and Plan of Merger (Cit Group Inc), Agreement and Plan of Merger (Scott Technologies Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the Company Common Stock or Company Preferred Stock thereafter on the records of the Company. From and after the Effective Time, the holders of the Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Capital Stock, except as otherwise provided in this Agreement or by Law.
Appears in 3 contracts
Samples: Merger Agreement and Plan of Reorganization (Breeze Holdings Acquisition Corp.), Merger Agreement and Plan of Reorganization (Isleworth Healthcare Acquisition Corp.), Registration Rights Agreement (GX Acquisition Corp.)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock thereafter on or Company Options that were outstanding immediately prior to the records of Effective Time. If, after the CompanyEffective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for transfer or for any other reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Goldleaf Financial Solutions Inc.), Agreement and Plan of Merger (Central Parking Corp), Agreement and Plan of Merger (Henry Jack & Associates Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cytotherapeutics Inc/De), Agreement and Plan of Merger (Live Entertainment Inc), Agreement and Plan of Merger (Webgain Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock, Series D Preferred Stock or Series E Preferred Stock thereafter on the records of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Critical Path Inc), Agreement and Plan of Merger (Vectis Cp Holdings LLC), Agreement and Plan of Merger (General Atlantic LLC)
Stock Transfer Books. At Commencing on the Effective Timedate hereof, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company other than as required to comply with the terms of this Agreement. From and after the Effective Time, each holder of a Company Share Certificate shall cease to have any rights as a stockholder of the Company, except as otherwise provided in this Agreement or by Law.
Appears in 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Lenco Mobile Inc.), Agreement and Plan of Merger and Reorganization (Lenco Mobile Inc.)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Superior Telecom Inc), Agreement and Plan of Merger (Superior Telecom Inc)
Stock Transfer Books. At the Effective Time, the stock --------------------- transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Gec Acquisition Corp)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company and Parent shall be closed, closed immediately upon the Effective Time and there shall be no further registration of transfers of the shares of Company Common Stock or Parent Common Stock thereafter on the records of the CompanyCompany or Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marketwatch Com Inc), Agreement and Plan of Merger (Pinnacor Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock thereafter 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 herein or by applicable
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Galaxy Dream Corp), Agreement and Plan of Merger (Rc2 Corp)
Stock Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall will be closed, and there shall will be no further registration of or transfers of the Company Common Stock capital stock thereafter on the records of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shea Development Corp.), Agreement and Plan of Merger (Shea Development Corp.)
Stock Transfer Books. At The Company's stock transfer books shall be closed immediately upon the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter Shares on the records of the Company's stock transfer records.
Appears in 2 contracts
Samples: Medsolutions Inc, Eriksen Rochelle K.
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closedclosed (after giving effect to the items contemplated by this Article III) and thereafter, and there shall be no further registration of transfers of the shares of Company Common Stock thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Symmetry Surgical Inc.), Agreement and Plan of Merger (Lawson Software, Inc.)
Stock Transfer Books. At As of the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall not be no any further registration of transfers of the shares of Company Common Capital Stock thereafter on the records of the Company. If, after the Effective Time, shares of Outstanding Capital Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration, if any, payable with respect to such shares as provided for in Section 1.5. No interest shall accrue or be paid on any Merger Consideration payable upon the surrender of Outstanding Capital Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Life360, Inc.), Agreement and Plan of Merger (Life360, Inc.)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Company. SECTION 1.09.
Appears in 2 contracts
Samples: Exhibit 2 Agreement and Plan of Merger (Teradyne Inc), Agreement and Plan of Merger And (Megatest Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed, closed and there shall will be no further registration of transfers of the Company Common Stock Shares thereafter on the records of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seneca Investments LLC), Agreement and Plan of Merger (Agency Com LTD)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers transfer of the shares of Company Common Stock thereafter on the records of the Company. On or after the Effective Time, any certificates presented to the Surviving Corporation or the Paying Agent for any reason shall be converted into the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compdent Corp), Agreement and Plan of Merger (Compdent Corp)
Stock Transfer Books. At From and after the Company Merger Effective Time, the stock transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of Company Common Stock. From and after the Company Merger Effective Time, Persons who held Company Common Stock thereafter on outstanding immediately prior to the records of the CompanyCompany Merger Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for in this Agreement or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Campus Communities Inc), Agreement and Plan of Merger (American Campus Communities Inc)
Stock Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall will be closed, and there shall will be no further registration of or transfers of the Company Common Stock and Company Preferred Stock thereafter on the records of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caminosoft Corp), Agreement and Plan of Merger (Shea Development Corp.)
Stock Transfer Books. At Commencing on the Effective Timedate hereof, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company other than as required to comply with the terms of this Agreement. From and after the Effective Time, each holder of a Company Share Certificate shall cease to have any rights as a shareholder of the Company, except as otherwise provided in this Agreement or by Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (DemandTec, Inc.), Agreement and Plan of Merger and Reorganization (InfoSearch Media, Inc.)
Stock Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall will be closed, and there shall will be no further registration of or transfers of the Company Common Stock thereafter on the records of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tix CORP), Agreement and Plan of Merger (TWL Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closedclosed and thereafter, and there shall be no further registration of transfers of the shares of Company Common Stock thereafter theretofore outstanding on the records of the Company.the
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electronics for Imaging Inc), Agreement and Plan of Merger (T/R Systems Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the shares of Company Common Capital Stock thereafter on the records of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pegasus Communications Corp), Agreement and Plan of Merger (Trimark Holdings Inc)
Stock Transfer Books. 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 thereafter theretofore outstanding on the records of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ecost Com Inc), Agreement and Plan of Merger (Pfsweb Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closedclosed and thereafter, and there shall be no further registration of transfers of the shares of Company Common Stock thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monarch Dental Corp), Agreement and Plan of Merger (Synthetic Turf Corp of America)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the CompanyCompany and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (JRC Acquisition Corp), Agreement and Plan of Merger (HCH Acquisition Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Company.. Section 1.9
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Medical Response Inc), Agreement and Plan of Merger (New Stat Healthcare Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the Company Common Capital Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Company Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Capital Stock, except as otherwise provided in this Agreement or by Law.
Appears in 2 contracts
Samples: Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed, closed immediately upon the Effective Time and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amazon Com Inc), Agreement and Plan of Merger (Audible Inc)
Stock Transfer Books. At the Effective Time, the stock -------------------- transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the CompanyCompany other than to reflect transfers of shares through the date on which the Effective Time occurs.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Numar Corp), Agreement and Plan of Merger (Halliburton Co)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed, closed and there shall will be no further registration of transfers of the shares of Company Common Capital Stock thereafter on the records of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Capital City Energy Group, Inc.)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Company Common Stock thereafter on the records of the CompanyShares that were outstanding immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capitol Acquisition Corp), Agreement and Plan of Merger (Enterprise Acquisition Corp.)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closedclosed immediately upon the First Effective Time, and there shall be no further registration of transfers of the shares of Company Common Capital Stock thereafter on the records of the Company.. 3.11
Appears in 2 contracts
Samples: Agreement and Plan of Mergers (Oddity Tech LTD), Agreement and Plan of Mergers (Oddity Tech LTD)
Stock Transfer Books. At the close of business on the day prior to the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration transfer of transfers of the Company Common Stock shall thereafter be made on the records of the Companysuch stock transfer books.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Internet Commerce Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books -------------------- of the Company shall will be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock thereafter or on the records of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seaman Furniture Co Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company.. 3.5
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the stock transfer -------------------- books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the CompanyCompany with respect to transfers by the Stockholders.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Radio Telecom Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company 8687544 shall be closed, and there shall be no further registration of transfers of the Company shares of 8687544 Common Stock thereafter on the records of the CompanyINOL.
Appears in 1 contract
Samples: Definitive Merger Agreement (Inolife Technologies, Inc.)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the Company Common Stock or Company Preferred Stock thereafter on the records of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cytyc Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock will thereafter be recorded on the records books of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Condiments, Inc.)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be canceled and exchanged for the Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nabors Industries Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, the Merger Consideration delivered in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the CompanyCompany or the Surviving Company of Shares.
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the Shares of Company Common Stock thereafter on the records of the Company. On or after the Effective Time, any Certificates presented to the Paying Agent or Parent for any reason shall be converted into the Merger Consideration as provided in this Article III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spaghetti Warehouse Inc)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed, closed immediately upon the Effective Time and there shall be no further registration of transfers of the Company Common Stock Shares thereafter on the records of the Company. On or after the Effective Time, any Shares presented to the Exchange Agent or Merger Corp for any reason shall be converted into the Merger Consideration with respect to the shares of Company Stock formerly represented thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Investment Managers Inc.)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of shares of capital stock of the Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the Company Stockholder shall cease to have any rights with respect to such shares of capital stock of the Company except as otherwise provided herein or by Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Choice One Communications Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the Company Common Capital Stock thereafter on the records of the Company. From and after the Effective Time, holders of Company Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Capital Stock, except as otherwise provided in this Agreement or by Law.
Appears in 1 contract
Samples: Business Combination Agreement (Apex Technology Acquisition Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the Company Common Stock or Company Preferred Stock thereafter on the records of the Company. From and after the Effective Time, holders 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 Company Common Stock or Company Preferred Stock, except as otherwise provided in this Agreement or by Law.
Appears in 1 contract
Samples: Business Combination Agreement and Plan of Reorganization (Novus Capital Corp)
Stock Transfer Books. At After the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Company of shares of Company Common Stock thereafter on or Company Preferred Stock which were outstanding immediately prior to the records of Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Company, they shall be canceled and their holders shall be entitled to the rights provided herein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wellsford Real Properties Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company Companies shall be closed, and there shall be no further registration of transfers of the Company Common Stock Companies common stock thereafter on the records of the CompanyCompanies.
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed, closed immediately upon the Effective Time and there shall be no further registration of transfers of the Company Common Stock Certificates thereafter on the records of the Company.
Appears in 1 contract
Samples: Merger Agreement (Channelpoint Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company.. ARTICLE IV
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Electric Power Company Inc)
Stock Transfer Books. At The stock transfer books of Company Bank shall be closed as of the Effective Time, the stock and no transfer books of record of any of the shares of Company Bank Stock shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Companytake place thereafter.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Great Western Bancorp, Inc.)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be canceled and exchanged for the Merger Consideration.
Appears in 1 contract
Samples: Employment Agreement (Bayard Drilling Technologies Inc)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed, closed on the day immediately preceding the Closing Date and there shall not be no any further registration registrations of transfers of the any shares of Company Common Capital Stock thereafter on the records of the Company.
Appears in 1 contract
Stock Transfer Books. At the close of business on the day of 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 thereafter on the records of the Company.. From and after the Effective Time, the
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hanover Compressor Co)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the Company Common Stock shares thereafter on the records of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Swisher Hygiene Inc.)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock or Class B Common Stock thereafter on the records of the Company.
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company with respect to all shares of Company Common Stock shall be closed, closed and there shall be no further registration of transfers of the such shares of Company Common Stock shall thereafter be made on the records of the Company.
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Class A Stock, Class B Stock or Class C Stock (collectively, the Company "Common Stock Stock") thereafter on the records of the Company. Any Certificates presented to the Exchange Agent or the Surviving Corporation for any reason at or after the Effective Time shall be exchanged for the Merger Consideration pursuant to the terms hereof.
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company, other than with respect to Company shall Common Shares held by the Buyout Group, will be closed, closed and there shall be no further registration of transfers of the shares of Company Common Stock thereafter on the records of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Norwood Promotional Products Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers of the Shares of Company Common Stock thereafter on the records of the CompanySurviving Corporation.
Appears in 1 contract
Stock Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall will be closed, and there shall will be no further registration of or transfers of the Company Common Stock capital stock thereafter on the records of the CompanyCompany until such time, if any, as determined by the Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Shea Development Corp.)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the stock of the Company, including Company Common Stock and the Series A Preferred Stock, thereafter on the records of the Company. From and after the Effective Time, the holders of certificates representing shares of stock of the Company outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares except as otherwise provided herein or by any applicable laws.
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Capital Stock thereafter on the records of the Company.
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration transfer of transfers shares of the Company Common Stock thereafter on the records of the Company. Any Certificates presented after the Effective Time for transfer shall be canceled and exchanged for the amount to which the Company Shares represented thereby shall be entitled pursuant to Sections 3.1 and 3.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Radio Systems Corp /Ma/)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock or Company Preferred Stock thereafter on the records of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornell Companies Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter or Company Preferred Stock on the records of the Company.
Appears in 1 contract
Stock Transfer Books. At The stock transfer books of Company Bank shall be closed as of the Effective Time, the stock and no transfer books of record of any of the shares of Company Bank Stock shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Companytake place thereafter. 7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Great Western Bancorp, Inc.)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed with respect to the Common Shares and there no transfer of Common Shares shall thereafter be no further registration of transfers of the Company Common Stock thereafter on the records of the Company.made. SECTION 2.7
Appears in 1 contract
Samples: Agreement and Plan of Merger and Recapitalization (Wheels Mergerco LLC)
