Stock Transfer Books. On the date hereof, 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. On or after the Effective Time, any Certificates presented to the Exchange Agent for any reason shall be converted into the Merger Consideration.
Appears in 4 contracts
Samples: Consent and Voting Agreement (Nabors Industries Inc), Agreement and Plan of Merger (Daou Systems Inc), Agreement and Plan of Merger (Daou Systems Inc)
Stock Transfer Books. On At the date hereofEffective 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. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the applicable Merger ConsiderationConsideration and Additional Payments, if any.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sano Corp), Agreement and Plan of Merger (Elan Corp PLC), Agreement and Plan of Merger (Biovail Corporation International)
Stock Transfer Books. On Subject to Section 2.9, at the date hereofEffective 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. On or after the Effective Time, any Certificates certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digene Corp), Agreement and Plan of Merger (Digene Corp)
Stock Transfer Books. On At the date hereofEffective 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. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the applicable Merger ConsiderationConsideration and Additional Payments, if any.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Montana Mills Bread Co Inc), Agreement and Plan of Merger (Krispy Kreme Doughnuts Inc)
Stock Transfer Books. On the date hereof, 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 of Company Common Stock thereafter on the records of the Company. On or after the Effective Time, any Certificates all Shares presented to the Exchange Agent for any reason or Parent in accordance with the provisions of this Agreement shall be converted into the Merger ConsiderationConsideration and any Cash Payment payable with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Florida Public Utilities Co), Agreement and Plan of Merger (Chesapeake Utilities Corp)
Stock Transfer Books. On At the date hereofClosing Date, 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 Date, the holders of Certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Date 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 TimeDate, any Certificates presented to the Exchange Agent or EZCORP for any reason shall be converted into the applicable Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Ezcorp Inc), Merger Agreement (Ezcorp Inc)
Stock Transfer Books. On At the date hereofEffective Time, the stock transfer books of the Company Xxxxxx shall be closed and there shall be no further registration of transfers of shares of Company Xxxxxx Common Stock thereafter on the records of the CompanyXxxxxx. On or after the Effective Time, any Certificates certificates presented to the Exchange Agent Agent, Recoton or the Surviving Corporation for any reason shall be converted into the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Recoton Corp), Agreement and Plan of Merger (Recoton Corp)
Stock Transfer Books. On At the date hereofEffective 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 representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Cash Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Party City Corp), Agreement and Plan of Merger (Amscan Holdings Inc)
Stock Transfer Books. On At the date hereofEffective 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. On or after the Effective Time, any Certificates certificates presented to the Exchange Agent Agent, Parent or the Surviving Corporation for any reason shall be converted into the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Game Financial Corp), Agreement and Plan of Merger (Viad Corp)
Stock Transfer Books. On the date hereof, 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. On or after the Effective Time, any Certificates presented to the Exchange Agent for any reason shall be converted into the Merger Consideration. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Daou Systems Inc), Agreement and Plan of Merger (Daou Systems Inc)
Stock Transfer Books. On At the date hereofclose of business on the day prior to the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration transfer of transfers of shares of Company Preferred Stock or Company Common Stock shall thereafter be made on the records of the Company. On or after the Effective Time, any Certificates presented to the Exchange Agent for any reason shall be converted into the Merger Considerationsuch stock transfer books.
Appears in 1 contract
Stock Transfer Books. On At the date hereofEffective 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 or the Surviving Company. On or after the Effective Time, any Certificates presented to the Exchange Agent Parent for any reason shall be converted into the Merger Consideration.
Appears in 1 contract
Stock Transfer Books. On At the date hereofEffective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers transfer of shares of Company Common Stock thereafter on the records of the Company. On or after the Effective Time, any Certificates certificates presented to the Exchange Paying Agent or Parent for any reason shall be converted into the Merger Consideration.. 2.5
Appears in 1 contract
Stock Transfer Books. On the date hereof, the The stock transfer books of the Company Seller shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of shares of Company Seller Common Stock thereafter on the records of the CompanySeller. On or after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Corporation for any reason shall be converted into the Merger Considerationconsideration in accordance with this Article III with respect to the shares of Seller Common Stock formerly represented thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stifel Financial Corp)
Stock Transfer Books. On At the date hereofEffective 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. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be cancelled and converted into the right to receive the Merger ConsiderationConsideration in cash multiplied by the number of Shares evidenced by such Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Entex Information Services Inc)
Stock Transfer Books. On At the date hereofEffective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration recordation of transfers of shares of the Company Common Stock thereafter on the records stock transfer books of the Company. On or after the Effective Time, any Certificates presented to the Exchange Agent for any reason or Red Cannxx xx accordance with Section 2.2(b) shall be converted into the Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Florafax International Inc)
Stock Transfer Books. On At the date hereofEffective 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 thereafter on the records of the Company. On or At and after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Corporation for any reason shall be converted into the Merger Consideration.cancelled and exchanged as provided in this Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Horizon CMS Healthcare Corp)
Stock Transfer Books. On At the date hereofclose of business on the day prior to the Effective Time of the Merger, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares transfer of Company Common Stock other than in connection with the Private Placement and the Original Merger shall thereafter be made on the records of the Company. On or after the Effective Time, any Certificates presented to the Exchange Agent for any reason shall be converted into the Merger Considerationsuch stock transfer books.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Academic Computer Systems Inc)
Stock Transfer Books. On At the date hereofEffective 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 CompanyCompany other than to reflect transfers of Shares effected on or prior to the date on which the Effective Time occurs. On or At and after the Effective Time, any Certificates presented to the Exchange Paying Agent or the Surviving Corporation for any reason shall be converted into the Merger ConsiderationConsideration applicable to the Shares evidenced thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pacific Rehabilitation & Sports Medicine Inc)
Stock Transfer Books. On At the date hereofEffective 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. On or after the Effective Time, any Certificates presented to the Exchange Agent for any reason shall be converted into the Merger ConsiderationConsideration with respect to the Shares formerly represented thereby (including any cash in lieu of fractional Purchaser Shares to which the holders thereof are entitled pursuant to Section 4.3).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Molecular Biosystems Inc)
Stock Transfer Books. On Subject to Section 2.9, at the date hereofEffective -------------------- 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. On or after the Effective Time, any Certificates certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration.
Appears in 1 contract
Stock Transfer Books. On At the date hereofEffective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of capital stock of the Company Common Stock thereafter on the records of the Company. On or after the Effective Time, any Certificates presented to the Exchange Paying Agent or Parent for any reason shall be converted into the Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Neodata Services Inc)
Stock Transfer Books. On At the date hereofEffective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers transfer of shares of Company Common Stock thereafter on the records of the Company. On or after the Effective Time, any Certificates certificates presented to the Exchange Paying Agent or Parent for any reason shall be converted into the Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Madison Dearborn Partners Inc)
Stock Transfer Books. On At the date hereofEffective 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 or the Surviving Company. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration.
Appears in 1 contract
Stock Transfer Books. On At the date hereofEffective 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. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the applicable Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tendercare International Inc)
Stock Transfer Books. On At the date hereofEffective 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 thereafter on the records of the Company. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Daka International Inc)
Stock Transfer Books. On the date hereof, the stock transfer books of each of the Company Target Companies shall be closed and there shall be no further registration of transfers of shares of Company such Target Company's Common Stock thereafter on the records of the such Target Company. On or after the Effective Time, any Certificates presented to the Exchange Agent for any reason shall be converted into the Merger Consideration.
Appears in 1 contract
Stock Transfer Books. On the date hereof, 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 of Company Common Stock Shares thereafter on the records of the Company. On or after the Effective Time, any Certificates presented to the Exchange Agent or Genesis for any reason shall be converted into the Merger ConsiderationConsideration with respect to Company Shares formerly represented thereby and dividends or other distributions to which the holders thereof are entitled pursuant to Section 4.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genesisintermedia Com Inc)
Stock Transfer Books. On At the date hereofEffective 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. On or after the Effective Time, any Certificates presented to the Exchange Agent or Hain for any reason shall be converted into the applicable Merger ConsiderationConsideration and Additional Payments, if any.
Appears in 1 contract
