Common use of Stock Transfer Books Clause in Contracts

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Healtheon Webmd Corp), Agreement and Plan of Merger (Medical Manager Corp/New/), Agreement and Plan of Merger (Healtheon Webmd Corp)

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Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Exchange Agent (or Parent for any reason reason) shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.4(f) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.4(d).

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (Photronics Inc), Agreement and Plan of Merger (Jacor Communications 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 of Company Common Stock Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common StockShares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares the amount of cash and number of Parent Common StockShares to which the holders thereof are entitled pursuant to Section 2.01, any cash in lieu of fractional shares of Parent Common Stock Shares to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Ariba Inc), Agreement and Plan of Merger and Reorganization (Ariba Inc), Agreement and Plan of Merger and Reorganization (Freemarkets 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 of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (James River Corp of Virginia), Agreement and Plan of Merger (Usa Waste Services Inc), Agreement and Plan of Merger (Fort Howard 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 of Company Common Stock thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 2.2.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.2.3.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (DG FastChannel, Inc), Agreement and Plan of Merger (Enliven Marketing Technologies 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 of Company Common Stock Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common StockShares, except as otherwise provided in this Agreement or by Law. On or after the Effective TimeIf Purchaser effects an Exchange Offer, any Certificates presented to the Exchange Agent or Parent on or after the Effective Time for any reason shall be converted into the Share Consideration, including shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e3.02(a)(v) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c3.02(a)(iii).

Appears in 2 contracts

Samples: Transaction Agreement (Rubicon Medical Corp), Transaction Agreement (Rubicon Medical 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 of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.05(f) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.05(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Federal Paper Board Co 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 of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.2(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.2(c).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mosinee Paper Corp), Agreement and Plan of Merger (Wausau Paper Mills Co)

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 of Company Common Stock thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.2(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.2(c).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Motorola Inc), Agreement and Plan of Merger (General Instrument 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 of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Exchange Agent (or Parent for any reason reason) shall promptly be converted into exchanged for certificates representing shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.4(f) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.4(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SFX Entertainment Inc), Agreement and Plan of Merger (Clear Channel Communications 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 of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.4(f) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.4(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (Universal Outdoor 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 of Company Common Stock Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common StockShares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares canceled in exchange for the amount of Parent Common Stock, any cash in lieu of fractional shares of Parent Common the Cash Consideration and the Stock Consideration to which the holders thereof are entitled pursuant to Section 2.02(e3.01, any cash in lieu of fractional Parent Common Shares to which the holders thereof are entitled pursuant to Section 3.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c3.02(c).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fidelity National Financial 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 of Company Common Stock Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common StockShares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common StockShares pursuant to the terms set forth in this Article II, any cash in lieu of fractional shares of Parent Common Stock Shares to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).

Appears in 1 contract

Samples: Agreement and Plan of Merger (SDL Inc)

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Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.04(f) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.04(d).

Appears in 1 contract

Samples: Amended and Restated Agreement and Plan of Merger (Amerus Life Holdings Inc)

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers of shares of Company Common Stock Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common StockShares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common Stock, a portion of the Cash Consideration, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ddi 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 of Company Common Stock thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 2.2.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.2.3.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cmgi 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 of Company Common Stock thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 2.2.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.2.3.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intuitive Surgical 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 of Company Common Stock thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent the Surviving Corporation Common Stock, any cash in lieu of fractional shares of Parent the Surviving Corporation Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.3(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.3(c).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mangapets, 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 of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.04(f) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.04(d).. SECTION 2.06

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amvestors Financial 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 of Company Common Capital Stock thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, Capital Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 2.3.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.3.3.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tegal Corp /De/)

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