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 thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Sequa Corp /De/), Agreement and Plan of Merger (Transmontaigne Inc), Agreement and Plan of Merger (Transmontaigne 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 8 contracts
Samples: Agreement and Plan of Reorganization (Occidental Development Group, Inc.), Agreement and Plan of Reorganization (Elgrande International, Inc.), Agreement and Plan of Reorganization (Javakingcoffee 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 Shares shares of Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (DemandTec, Inc.), Agreement and Plan of Merger (Synchronoss Technologies Inc), Agreement and Plan of Merger and Reorganization (Genome Therapeutics 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Bright Horizons Family Solutions Inc), Agreement and Plan of Merger (Prime Hospitality Corp), Agreement and Plan of Merger (Prime Hospitality 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 Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing certificates evidencing ownership of Shares of the Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Associated for any reason shall be cancelled against delivery converted into shares of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).Associated Common Stock and if applicable cash in accordance with this Article I.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (State Financial Services Corp), Agreement and Plan of Merger (Associated Banc-Corp), Agreement and Plan of Merger (Associated Banc-Corp)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration with respect to the Shares formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.5.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Nfo Worldwide Inc), Agreement and Plan of Merger (Leucadia National Corp), Agreement and Plan of Merger (Comverse Technology Inc/Ny/)
Stock Transfer Books. 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 thereafter shares of Company Capital Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares shares of Company Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares of Company Capital Stock except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented right to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of receive the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Consideration.
Appears in 4 contracts
Samples: Consent and Support Agreement (LCE Mexican Holdings, Inc.), Consent and Support Agreement (Marquee Holdings Inc.), Consent and Support Agreement (Amc Entertainment 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 thereafter on the records of the Company. From and after the Effective Time, the holders Company other than to reflect transfers of Certificates representing Shares outstanding immediately shares effected on or prior to the date on which the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Lawoccurs. On or At and after the Effective Time, any Certificates presented to the Paying Agent or Merger Co the Surviving Corporation for any reason shall be cancelled against delivery of converted into the Merger Consideration applicable to which the holders thereof are entitled pursuant to Section 2.01(a)Shares evidenced thereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Brining David R), Agreement and Plan of Merger (Valley Forge Corp), Agreement and Plan of Merger (Kci 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 Shares Company Capital Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares Company Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Capital Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co BCAC for any reason shall be cancelled against delivery of converted into the Per Share Merger Consideration to which in accordance with the holders thereof are entitled pursuant to provisions of Section 2.01(a3.01(a).
Appears in 4 contracts
Samples: Business Combination Agreement (Apexigen, Inc.), Project Barolo Merger (Apexigen, Inc.), Business Combination Agreement (Brookline Capital Acquisition Corp.)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company Seller shall be closed and there shall be no further registration of transfers of Shares shares of the Seller Common Stock thereafter on the records of the CompanySeller. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co the Company for any reason shall be cancelled against delivery converted into the Per Share Consideration in accordance with this Article I, subject to applicable Law in the case of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Dissenting Shares.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/), Agreement and Plan of Merger (United Heritage Bankshares of Florida Inc), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed (after giving effect to the items contemplated by this Article IV) and thereafter there shall be no further registration of transfers of Shares thereafter shares of Company Common Stock theretofore outstanding immediately prior to the Effective Time on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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 in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Comverge, Inc.), Agreement and Plan of Merger (Southwall Technologies Inc /De/), Agreement and Plan of Merger (Solutia 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 Shares or Preferred Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares and Preferred Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares and Preferred Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a3.03(a).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Medplus Inc /Oh/), Agreement and Plan of Merger (Medplus Inc /Oh/), Agreement and Plan of Merger (Medplus Inc /Oh/)
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 Company Shares thereafter on the records of the CompanyCompany or the Surviving Corporation. From and after the Effective Time, the holders of Certificates representing Company Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent Exchange Agent, the Surviving Corporation or Merger Co Parent for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)canceled and exchanged as provided in this Article II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Micro Investment LLC), Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (Micro Therapeutics 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 3 contracts
Samples: Employment Agreement (Dycom Industries Inc), Agreement and Plan of Merger (Dycom Industries Inc), Registration Rights Agreement (Dycom Industries 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 Shares shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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 Lawshares. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sunair Services Corp), Agreement and Plan of Merger, Agreement and Plan of Merger (Sunair Services 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co the Acquiror for any reason shall be cancelled against delivery converted into shares of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).Acquiror Common Stock and cash in lieu of fractional shares in accordance with this Article I.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (First Federal Capital Corp), Agreement and Plan of Merger (First Federal Capital Corp), Agreement and Plan of Merger (First Federal Capital 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 Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Common Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Newport Corp), Agreement and Plan of Merger and Reorganization (Actuate Corp), Newport Corp
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed and there shall will be no further registration of transfers of Company Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall will cease to have any rights with respect to such Company Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, subject to, with respect to the relevant holders of Company Shares, their delivery of the Certificates required by Section 2.2 of this Agreement, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall will be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Delivered Items.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dex Media West LLC), Agreement and Plan of Merger (Dex Media Inc), Agreement and Plan of Merger (R H Donnelley Corp)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates Company Certificate presented to the Paying Exchange Agent or Merger Co Purchaser for any reason shall be cancelled against delivery of converted into the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby, any cash in lieu of fractional shares of Purchaser Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.3.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wellpoint Health Networks Inc /De/), Agreement and Plan of Merger (Wellpoint Inc), Agreement and Plan of Merger (Anthem Inc)
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 and there shall be no further registration of transfers of Shares such shares of capital stock shall thereafter be made on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, if any Certificates for shares of Capital Stock (excluding any shares described in Sections 2.1(c) and (d)) are presented to the Paying Agent Exchange Agent, the Surviving Corporation or Merger Co Acquiror for any reason reason, such Certificates shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)canceled and exchanged as provided in this Article II, except as otherwise provided by law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Loral Space & Communications LTD), Agreement and Plan of Merger (Loral Space & Communications LTD), Agreement and Plan of Merger (Orion Network Systems Inc/New/)
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 and thereafter there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by applicable Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Medical Nutrition Usa Inc), Agreement and Plan of Merger (Navteq Corp), Agreement and Plan of Merger (Nokia Corp)
Stock Transfer Books. At As of the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the CompanyCompany or the Surviving Corporation. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesShares represented thereby, except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates duly presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery converted into the amount of the Merger Consideration cash to which the holders thereof are entitled pursuant to Section 2.01(a)this Article II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Signal Technology Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to Shares outstanding immediately prior to the Effective Time and there shall be no further registration of transfers of such Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Merger Agreement or by applicable Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Atalanta Acquisition Co), Agreement and Plan of Merger (Steinberg Craig B), Agreement and Plan of Merger (Atalanta Acquisition Co)
Stock Transfer Books. 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 thereafter on the records shares of the CompanyCompany Common Stock. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Common Stock, except as otherwise provided in this Agreement herein or by Lawany Laws. On or If, after the Effective Time, any Certificates are presented to the Paying Agent or Merger Co for any reason Surviving Corporation, they shall be cancelled against delivery of canceled and exchanged for the Merger Consideration to which Per Share Amount provided for, and in accordance with, the holders thereof are entitled pursuant to Section 2.01(a)procedures set forth in this Article.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Esperion Therapeutics Inc/Mi)
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 thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of exchanged for the Merger Consideration Consideration, and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.01(a2.02(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Stantec Inc), Agreement and Plan of Merger and Reorganization (Keith Companies Inc)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery converted into the Share Exchange Consideration with respect to the Shares formerly represented thereby, any cash in lieu of the Merger Consideration fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.5.
Appears in 2 contracts
Samples: Agreement and Plan of Share (Franklin Resources Inc), Agreement and Plan of Share (Franklin 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 Company Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Company Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Common Stock or Company Preferred Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co SMMC for any reason shall be cancelled against delivery converted into the Per Share Stock Consideration or Per Share Cash Consideration, as applicable, in accordance with the provisions of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)3.01.
Appears in 2 contracts
Samples: Business Combination Agreement (BTRS Holdings Inc.), Business Combination Agreement (South Mountain Merger Corp.)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, the Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders Surviving Company of Certificates representing Shares which were outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesTime. If, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates are presented to the Paying Agent or Merger Co Surviving Company for any reason reason, they shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).canceled and exchanged as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (JDS Uniphase Corp /Ca/), Agreement and Plan of Reorganization and Merger (E Tek Dynamics 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 Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing certificates evidencing ownership of Shares of the Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Associated for any reason shall be cancelled against delivery converted into Cash Consideration and/or shares of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).Associated Common Stock in accordance with this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Associated Banc-Corp), Agreement and Plan of Merger (First Federal Capital Corp)
Stock Transfer Books. At 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 Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Common Stock formerly represented thereby, except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration with respect to which the holders thereof are entitled pursuant to Section 2.01(a)shares of Company Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Legg Mason, Inc.), Agreement and Plan of Merger (Franklin 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery canceled and converted in accordance with the terms of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Bunge LTD), Agreement and Plan of Merger And (Corn Products International Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed (after giving effect to the items contemplated by this Article 4) and thereafter, there shall be no further registration of transfers of Shares thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Official Payments Holdings, Inc.), Agreement and Plan of Merger (Aci Worldwide, Inc.)
Stock Transfer Books. At As 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 thereafter on the records of the CompanyCompany or the Surviving Corporation. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesthe Shares represented thereby, except as otherwise provided in this Agreement herein or by applicable Law. On or after the Effective Time, any Certificates duly presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to exchanged as provided in Section 2.01(a3.2(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Artesyn Technologies Inc), Agreement and Plan of Merger (Emerson Electric Co)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed (after giving effect to the items contemplated by this Article 3) and thereafter, there shall be no further registration of transfers of Shares thereafter shares of Company Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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 in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alliance Data Systems Corp), Agreement and Plan of Merger (Sabre Holdings 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 Shares Cancelable Securities thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates certificates reflecting Cancelable Securities presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)carry only those rights as expressly stated in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gca I Acquisition Corp), Agreement and Plan of Merger (Gca I Acquisition Corp)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent (in its capacity as Exchange Agent) or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration with respect to the Shares formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.5 and the Certificates so presented shall be cancelled.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prosofttraining Com), Agreement and Plan of Merger (Trinity Learning Corp)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall shall, subject to Section 2.8, be cancelled against delivery of converted into the Merger Consideration with respect to the Shares formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.5.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Synopsys Inc), Agreement and Plan of Merger (Avant 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 Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Common Stock, except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)converted into cash as provided herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Consol Inc), Agreement and Plan of Merger (Rochester & Pittsburgh Coal 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 Shares thereafter on the records of the CompanyCompany or the Surviving Corporation. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, the Shares represented thereby except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates duly presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery converted into the amount of the Merger Consideration cash to which the holders thereof are entitled pursuant to Section 2.01(a)this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lecroy Corp), Agreement and Plan of Merger (Computer Access Technology Corp)
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 Shares thereafter shares of Company Common Stock then outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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 in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)in accordance with this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Comsys It Partners Inc), Agreement and Plan of Merger (Manpower Inc /Wi/)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed (after giving effect to the exchange of Certificates described in Section 3.2.2) and thereafter, there shall be no further registration of transfers of Shares thereafter shares of Company Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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 in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of represent the right to receive the Merger Consideration to which the holders payable in respect thereof are entitled pursuant to Section 2.01(a)as provided herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Psychiatric Solutions Inc), Agreement and Plan of Merger (Horizon Health Corp /De/)
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 shares of Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Company Share Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(aLaw (as hereinafter defined).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mgi Pharma Inc), Escrow Agreement (Mgi Pharma 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Law (as defined in Section 2.01(a3.05).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ariba Inc), Agreement and Plan of Merger (Getty Images Inc)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co the Surviving Corporation for any reason shall be cancelled against delivery of converted into the Merger Consideration with respect to the Shares formerly represented thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a2.2(e)) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.2(c).
Appears in 2 contracts
Samples: V Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Hotjobs Com LTD)
Stock Transfer Books. At The stock transfer books of Company 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 or transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On At or after the Effective Time, any Certificates or Book-Entry Shares presented to the Paying Agent Agent, Parent or Merger Co for any reason shall the Surviving Corporation shall, subject to compliance with the provisions of this Article 2 by the holder thereof, be cancelled against delivery of and converted into the right to receive the Merger Consideration with respect to which the holders thereof are entitled pursuant to Section 2.01(a)shares of Company Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Journal Media Group, Inc.), Agreement and Plan of Merger (Gannett 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders Company other than to reflect transfers of Certificates representing Shares outstanding immediately effected on or prior to the date on which and the time at which the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Lawoccurs. On or At and after the Effective Time, any Certificates presented to the Paying Agent or Merger Co the Surviving Corporation for any reason shall be cancelled against delivery of converted into the Merger Consideration applicable to which the holders thereof are entitled pursuant to Section 2.01(a)Shares evidenced thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harcor Energy Inc), Agreement and Plan of Merger (Seneca West Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be no any further registration of transfers of Shares any shares of capital stock thereafter on the records of the Company. From and If, after the Effective Time, Certificates are presented to the holders Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 2. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate or Certificates representing Shares outstanding which immediately prior to before the Effective Time shall cease to have any rights with respect to such represented outstanding Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Simpson Industries Inc), Agreement and Plan of Merger (Mascotech 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares or Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares or Book-Entry Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to and exchanged as provided in Section 2.01(a)2.02.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Epocrates Inc), Agreement and Plan of Merger (Athenahealth 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 Shares that were outstanding immediately prior to the Effective Time thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co BioSante for any reason shall be cancelled against delivery canceled and converted in accordance with the terms of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cell Genesys Inc), Agreement and Plan of Merger (Biosante Pharmaceuticals 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 Shares shares of Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Blue Coat Systems Inc), Agreement and Plan of Merger and Reorganization (Sonicwall 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 Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares Company Common Stock or Restricted Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Common Stock or Restricted Stock, as the case may be, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates properly presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery and converted in accordance with the terms of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)this Article IV.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unilab Corp /De/), Agreement and Plan of Merger (Quest Diagnostics 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On At or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Correctional Services Corp), Agreement and Plan of Merger (Geo 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 of Shares thereafter Company Common Stock and TARP Preferred Stock that were outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Common Stock or TARP Preferred Stock, as applicable, except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)and exchanged as provided in this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citizens Republic Bancorp, Inc.), Agreement and Plan of Merger (Firstmerit Corp /Oh/)
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 Shares thereafter shares of Company Common Stock then outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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 in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Manpower for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)in accordance with this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Manpower Inc /Wi/), Agreement and Plan of Merger (Right Management Consultants Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company FFC shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the CompanyFFC. From and after the Effective Time, the holders of Certificates representing certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Associated for any reason shall be cancelled against delivery converted into shares of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).Associated Common Stock in accordance with this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Financial Corp /Wi/), Agreement and Plan of Merger (Associated Banc-Corp)
Stock Transfer Books. 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 thereafter shares of Company Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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 in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent Exchange Agent, Parent or Merger Co the Surviving Corporation for any reason transfer, shall be cancelled against delivery of canceled and exchanged for the Merger Consideration cash amount in immediately available funds to which the holders thereof are holder of the Certificate is entitled pursuant to Section 2.01(a)this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (United Online 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Fairfax for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Consideration, without interest thereon.
Appears in 2 contracts
Samples: Agreement (Fairfax Financial Holdings LTD/ Can), Agreement and Plan of Merger (Tig 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bcom3 Group Inc), Agreement and Plan of Merger (Publicis Groupe Sa)
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 Company Common Stock or Company Preferred Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares such shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)applicable laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (REVA Medical, Inc.), Agreement and Plan of Merger (Cytyc Corp)
Stock Transfer Books. 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 thereafter shares of Company Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares of Company Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Exchange Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caprius Inc), Agreement and Plan of Merger (Vintage Capital Group, LLC)
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 thereafter that were outstanding immediately prior to the Effective Time on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Psychiatric Solutions Inc), Agreement and Plan of Merger (Universal Health Services 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of and exchanged for the Merger Consideration with respect to the Shares formerly represented by such Certificates or Book-Entry Shares to which the holders thereof are entitled pursuant to Section 2.01(a3.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arden Group Inc), Agreement and Plan of Merger (Asiainfo-Linkage, Inc)
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 and thereafter there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a3.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dunkin' Brands Group, Inc.), Agreement and Plan of Merger (Sonic 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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 applicable Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled canceled against delivery of the Merger Consideration cash to which the holders thereof are entitled pursuant to Section 2.01(a)2.01.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stewart Enterprises Inc), Agreement and Plan of Merger (Service Corporation International)
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 shares of Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates Company Options or certificates representing Shares shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Options or shares of Company Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Click Commerce Inc), Agreement and Plan of Merger (Click Commerce Inc)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery converted into the Share Consideration with respect to the Shares formerly represented thereby, any cash in lieu of the Merger Consideration fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.5 and the Certificates so presented shall be cancelled.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (Unitrode Corp)
Stock Transfer Books. 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 thereafter 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 representing Shares 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 except as otherwise provided in this Agreement or by Lawfor herein. On or From and after the Effective Time, any Certificates or Book-Entry Shares presented to the Paying Agent Agent, Parent, or Merger Co the Surviving Corporation for any reason (other than Certificates or Book-Entry Shares representing Excluded Shares) shall be cancelled against delivery of and exchanged for the Per Share Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ixia), Agreement and Plan of Merger (Keysight Technologies, 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery converted into the amount of the Per Share Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)2.01.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (I Many Inc), Agreement and Plan of Merger (Selectica 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 thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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 Lawapplicable law. On Any Certificates presented to the Exchange Agent or the Surviving Corporation for any reason at or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason Time shall be cancelled against delivery of canceled and exchanged for the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)the terms in this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cox Enterprises Inc Et Al), Agreement and Plan of Merger (Cox Communications Inc /De/)
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 Company Common Stock or Company Preferred Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares Company Common Stock or Company Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Common Stock and Company Preferred Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co SPAC for any reason shall be cancelled against delivery of converted into the Merger Consideration to which in accordance with the holders thereof are entitled pursuant to provisions of Section 2.01(a)3.01.
Appears in 1 contract
Samples: Business Combination Agreement (Maquia Capital 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 Shares Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares such shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)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 Company Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Company Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Common Stock, Company Class F Stock or Company Preferred Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co GCAC for any reason shall be cancelled against delivery converted into the Per Share Stock Consideration, in accordance with the provisions of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)3.01.
Appears in 1 contract
Samples: Business Combination Agreement (Growth Capital Acquisition Corp.)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company Seller shall be closed and there shall be no further registration of transfers of Shares shares of the Seller Common Stock thereafter on the records of the CompanySeller. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co the Company for any reason shall be cancelled against delivery converted into shares of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).Company Common Stock and cash in lieu of fractional shares in accordance with this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advantage Bancorp 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 Shares shares of Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders each holder of Certificates representing Shares outstanding immediately prior to the Effective Time a Company Share Certificate shall cease to have any rights with respect to such Sharesas a stockholder of the Company, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Blue Coat 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co the Surviving Corporation for any reason shall be cancelled canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (School Specialty 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On At or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled canceled against delivery of the Merger Consideration and Outstanding Dividends to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Synagro Technologies 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sungard Data 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to Shares represented by such SharesCertificates, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dycom Industries Inc)
Stock Transfer Books. At the Effective Time, the stock transfer books register of members of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Ordinary Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Company Ordinary Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Ordinary Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Feutune Light Acquisition Corp)
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 and thereafter, there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates Book-Entry Shares presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
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 Company Capital Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares Company Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Capital Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co AAO for any reason shall be cancelled against delivery of converted into the Merger Consideration to which in accordance with the holders thereof are entitled pursuant to provisions of Section 2.01(a)3.1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Acquisition Opportunity Inc.)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery converted into the Share Consideration with respect to the Shares formerly represented thereby, any cash in lieu of the Merger Consideration fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Texas Instruments 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 Shares Company Capital Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares Company Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Capital Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Alset for any reason shall be cancelled against delivery of converted into the Merger Consideration to which in accordance with the holders thereof are entitled pursuant to provisions of Section 2.01(a)3.1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alset Capital Acquisition Corp.)
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration with respect to the Shares formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.5 and the Certificates so presented shall be cancelled.
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 Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Switchback for any reason shall be cancelled against delivery of converted into the applicable Per Share Merger Consideration to which in accordance with the holders thereof are entitled pursuant to provisions of Section 2.01(a)3.01 and Section 3.03, as applicable.
Appears in 1 contract
Samples: Business Combination Agreement and Plan of Reorganization (Switchback Energy 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co the Surviving Corporation for any reason shall be cancelled canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a), subject to the provisions of Section 2.02.
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 shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Common Stock, except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the applicable Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)and Additional Payments, if any.
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 Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates and Book Entries representing Shares Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Acquiror for any reason shall be cancelled against delivery of converted into the right to receive the applicable Per Share Merger Consideration to which and Company Earnout Shares in accordance with the holders thereof are entitled pursuant to provisions of Section 2.01(a)3.01 and Section 3.03, as applicable.
Appears in 1 contract
Stock Transfer Books. 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 thereafter shares of Company Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares of Company Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent Company or Merger Co Parent for any reason shall be cancelled against delivery converted into a portion of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)except as otherwise provided herein or by Law.
Appears in 1 contract
Stock Transfer Books. At Upon 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 Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Stock formerly represented thereby, except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of canceled and exchanged for the applicable Per Share Merger Consideration with respect to which the holders thereof are entitled pursuant to Section 2.01(a)shares of Company Stock formerly represented thereby in accordance with the provisions of this Agreement.
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of Shares shares of Common Stock thereafter on the records of the Company. From and At or after the Effective Time, the holders of Certificates representing or Book-Entry Shares 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. On or after the Effective Time, any Certificates presented to the Paying Agent Agent, the Surviving Corporation or Merger Co for any reason shall be cancelled against delivery Parent shall, subject to compliance with the provisions of this Article 2 by the Merger Consideration holder thereof, represent only the right to which receive the holders thereof are entitled pursuant Per Share Price with respect to Section 2.01(a)the shares of Common Stock formerly represented thereby.
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 Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares such shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)applicable laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Benefits & Pension Services, 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 Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled canceled against delivery of the Merger Consideration or Redemption Amount to which the holders thereof are entitled pursuant to Section 2.01(a) or Section 2.01(b), as the case maybe.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Devcon International Corp)
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company Seller shall be closed and there shall be no further registration of transfers of shares of the Seller Common Shares thereafter on the records of the CompanySeller. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)law.
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the right to receive the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)2.1.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Triquint Semiconductor Inc)
Stock Transfer Books. 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 thereafter on the records stock transfer books of the CompanySurviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement or by Lawherein. On or If, after the Effective Time, any Certificates are presented to the Paying Surviving Corporation or the Exchange Agent or Merger Co for any reason reason, they shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)canceled and exchanged as provided in this ARTICLE III.
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 thereafter on the records of the Company. From and after Company other than to settle transfers of Shares that occurred prior the Effective Time, the holders of Certificates representing Shares 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. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co the Surviving Corporation for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 1 contract
Stock Transfer Books. At the Effective Time, the stock transfer books of the Company Holdings shall be closed closed, and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders Holdings other than to reflect transfers of Certificates representing Shares outstanding immediately effected on or prior to the date on which and the time at which the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Lawoccurs. On or At and after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Surviving Corporation for any reason shall be cancelled against delivery of converted into the Merger Consideration applicable to which the holders thereof are entitled pursuant to Section 2.01(a)Shares evidenced thereby.
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 shares of Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Law (as defined in Section 2.01(a3.06).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cacheflow 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 Shares Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Common Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co GigCapital2 for any reason shall be cancelled against delivery of converted into the Per Share Merger Consideration to which in accordance with the holders thereof are entitled pursuant to provisions of Section 2.01(a3.01(a).
Appears in 1 contract
