Common use of Closing of the Company’s Transfer Books Clause in Contracts

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they shall be canceled and exchanged for the Merger Consideration as provided in this Article II.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled and exchanged for the Merger Consideration Parent Common Stock and/or cash as provided in this Article IISections 3.1(b) and 3.4.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock shall be made on such stock transfer of Shares shall thereafter be madebooks after the Effective Time. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation for transferor Parent, they shall be marked canceled and shall be exchanged for the Merger Consideration as provided in this Article IISection 1.8 below.

Closing of the Company’s Transfer Books. At the Effective --------------------------------------- Time, the stock transfer books of the Company shall be closed and no transfer of Shares Company Common Stock shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled cancelled and exchanged for the Merger Consideration as provided in this Article III, subject to applicable law in the case of Dissenting Shares.

Closing of the Company’s Transfer Books. At the close of business on the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Shares any shares of capital stock of the Company shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled cancelled and exchanged for the Merger Consideration securities of Parent and/or cash as provided in this Article IISections 3.1(b), (c), (d), (g) or (h) and 3.4.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock which were outstanding immediately prior to the Effective Time shall thereafter be made. If, after the Effective Time, subject to the terms and conditions of this Agreement, Company Certificates formerly representing Company Common Stock are presented to Parent or the Surviving Corporation for transferCorporation, they shall be canceled cancelled and exchanged for the Merger Consideration as provided Parent Common Stock in accordance with this Article IIIII.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no registration of transfer of Shares shares of Company Stock shall thereafter be mademade thereafter. If, after In the Effective Time, event that Certificates are presented to the Surviving Corporation for transferafter the Effective Time, they shall be canceled and exchanged for the Merger Consideration Parent Common Stock and/or cash as provided in this Article IISections 3.1(b) and 3.4 and any dividends or other distributions to which the holders are entitled pursuant to Section 3.3.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares the Company Common Stock shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transferor the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration Consideration, as provided in this Article IIARTICLE III, subject to applicable law in the case of Dissenting Shares.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock or Company Preferred Stock shall thereafter be made. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for transferor the Disbursing Agent, they shall be canceled and exchanged for the Merger Consideration Consideration, as provided in this Article IIIII.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled and exchanged for the Merger Consideration as provided in this Article IISections 3.1(b) and 3.2.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of the Company's Common Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective Time, Certificates certificates for Shares are presented to Parent or the Surviving Corporation for transferCorporation, they shall be canceled and exchanged for the Merger Consideration for each Share represented as provided in this Article IISection 3.3, subject to applicable law in the case of Dissenting Shares.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Common Stock or Options shall thereafter be mademade thereafter. If, If after the Effective Time, Certificates Time certificates for shares of Common Stock or Options are presented to Buyer or the Surviving Corporation for transferCorporation, they shall be canceled and exchanged for the Merger Consideration as provided in this Article IISection 3.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares Common Stock shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled cancelled and exchanged for the Merger Consideration as provided in this Article III, subject to applicable law in the case of Dissenting Shares.

Closing of the Company’s Transfer Books. At the Effective Time--------------------------------------- Date, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled and exchanged for the Merger Consideration Parent Common Stock and/or cash as provided in this Article IISections 3.1(a), 3.2, 3.3, 3.4 and 3.5.

Closing of the Company’s Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed on the date immediately prior to the date of the Effective Time and no transfer of Shares shares of the Company Common Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective Time, Certificates certificates for shares of the Company Common Stock are presented to the Surviving Corporation for transferor Nemetschek, they shall be canceled cancelled and exchanged for the Merger Consideration for each share of the Company Common Stock represented as provided in this Article IISection 4.02.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock or Company Warrants shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporation for transferCompany, they shall be canceled cancelled and exchanged for the Merger Consideration as provided in accordance with this Article IIIV.

Closing of the Company’s Transfer Books. At the --------------------------------------- Effective Time, the stock transfer books of the Company shall will be closed and no transfer of Shares shall thereafter shares of Company Common Stock will be mademade thereafter. IfIn the event that, after the Effective Time, Company Stock Certificates are presented to the Surviving Corporation for transferCorporation, they shall will be canceled and exchanged for the Merger Consideration MusicCo Certificates (and, if required, cash) as provided in this Article IISection 3.3(b) and Section 3.5.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares the Company Common Stock shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transferor the Disbursing Agent, they shall be canceled cancelled and exchanged for the Merger Consideration Consideration, as provided in this Article IIIV.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no registration of transfer of Shares shares of Company Stock shall thereafter be mademade thereafter. If, after In the Effective Time, event that Certificates are presented to the Surviving Corporation for transferafter the Effective Time, they shall be canceled and exchanged for the Merger Consideration Parent Common Stock and/or cash as provided in this Article IISections 5.1(b).

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed and no transfer of Shares shall thereafter shares of Company Common Stock will be mademade thereafter. IfIn the event that, after the Effective Time, ,Company Stock Certificates are presented to the Surviving Corporation for transferCorporation, they shall will be canceled and exchanged for the Merger Consideration MusicCo Certificates (and, if required, cash) as provided in this Article IISection 3.3(b) and Section 3.5.

Closing of the Company’s Transfer Books. At the --------------------------------------- Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be mademade thereafter. IfIn the event that, after the Effective Time, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled and exchanged for the Merger Consideration as provided in this Article IISections 3.1 and 3.2.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled and exchanged for the Merger Consideration Parent Common Stock and/or cash as provided in this Article IISections 3.1(a), 3.2, 3.3, 3.4 and 3.5.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of Shares any such shares of Company Common Stock shall thereafter be mademade on such stock transfer books after the Effective Time. If, after the Effective Time, Certificates are a valid Company Stock Certificate is presented to the Surviving Corporation for transferor Buyer, they such Company Stock Certificate shall be canceled and exchanged for the Merger Consideration as provided in this Article IIcanceled.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Shares of Company Common Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates certificates for Shares of Company Common Stock are presented to Parent or the Surviving Corporation for transferCorporation, they shall be canceled cancelled and exchanged for the Merger Consideration as provided in this Article IISection 3.3, subject to applicable law in the case of Dissenting Shares.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Shares any shares of Company Common Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled cancelled and exchanged for the Merger Consideration securities of Parent and/or cash as provided in this Article IISections 3.1(b) and 3.4.

Closing of the Company’s Transfer Books. At the Effective Time--------------------------------------- Date, the stock transfer books of the Company shall be closed and no transfer of Shares any shares of Company Common Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled cancelled and exchanged for the Merger Consideration securities of Parent and/or cash as provided in this Article IISections 3.1(b) and 3.4.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be mademade thereafter. IfIn the event that, after the Effective Time, Certificates cer- tificates for Shares are presented to Parent or the Surviving Corporation for transferCorporation, they shall be canceled cancelled and exchanged for the Merger Consideration for each Share represented as provided in this Article IISection 3.03, subject to applicable law in the case of Dissent- ing Shares.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Capital Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled cancelled and exchanged for the Merger Consideration as provided in accordance with this Article IIIV.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be mademade thereafter. IfIn the event that, after the Effective Time, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled and exchanged for the Merger Consideration as provided in this Article IISections 3.1 and 3.2.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Shares any shares of Company Common Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled and exchanged for the Merger Consideration securities of Parent and/or cash as provided in this Article IISections 3.1(b) and 3.5.

Closing of the Company’s Transfer Books. At the Effective --------------------------------------- Time, the stock transfer books of the Company shall be closed and no registration of transfer of Shares shares of Company Stock shall thereafter be mademade thereafter. If, after In the Effective Time, event that Certificates are presented to the Surviving Corporation for transferafter the Effective Time, they shall be canceled and exchanged for the Merger Consideration Parent Common Stock and/or cash as provided in this Article IISections 5.1(b).

Closing of the Company’s Transfer Books. At On the Effective TimeClosing Date, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeClosing Date, Certificates are presented to the Surviving Corporation for transferHampshire, they shall be canceled and exchanged for the pro-rata portion of the Merger Consideration Value as provided in this Article IISection 3.1.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Capital Stock shall be made thereafter be made. If, after the Effective Time, and Certificates or agreements reflecting any Company Options that are presented to the Surviving Corporation for transfer, they after the Effective Date shall be canceled cancelled and exchanged for the applicable portion of the Net Merger Consideration as provided in this Article IIaccordance with Section 4.1(c) and Section 4.1(e).

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled and exchanged for cash in an amount equal to the Merger Consideration Per Share Amount multiplied by the number of Shares represented by such Certificate as provided in this Article IIIV.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Common Stock, Preferred Stock, Options, Warrants or Warrant Shares shall thereafter be mademade thereafter. If, If after the Effective TimeTime Certificates for shares of Common Stock, Certificates Preferred Stock, Options, Warrants or Warrant Shares are presented to Buyer or the Surviving Corporation for transferCorporation, they shall be canceled and exchanged for the Merger Consideration as provided in this Article IISection 3.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Stock shall thereafter be mademade thereafter. If, after In the Effective Time, event that Certificates are presented to the Surviving Corporation for transferor Parent after the Effective Time, they shall be canceled and exchanged for the Merger Consideration Parent Common Stock and/or cash as provided in this Article IISections 3.1(b) and 3.4.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled and exchanged for the Merger Consideration as provided in this Article IISections 3.1 (b) and 4.1.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed and no transfer of Shares shall thereafter shares of Company Common Stock will be mademade thereafter. IfIn the event that, after the Effective Time, Company Stock Certificates are presented to the Surviving Corporation for transferCorporation, they shall will be canceled and exchanged for the Merger Consideration AccuMed Certificates and AccuMed Warrants, as provided in this Article IISection 3.2(b).

Closing of the Company’s Transfer Books. At the close of business on the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Shares any shares of capital stock of the Company shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled cancelled and exchanged for the Merger Consideration Parent Common Stock and/or cash as provided in this Article IISections 3.1(b) and 3.4.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Company Common Stock shall thereafter be mademade thereafter. IfIn the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporation for transferCorporation, they shall be canceled and exchanged for the Merger Consideration as provided in this Article IISections 3.1(b) and 3.2. Section 3.8.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed and no transfer of Shares shall thereafter shares of Company Common Stock will be mademade thereafter. IfIn the event that, after the Effective Time, Company Stock Certificates are presented to the Surviving Corporation for transferCorporation, they shall will be canceled and exchanged for the Merger Consideration ICG Certificates (and, if required, cash) as provided in this Article IISection 3.2(b) and Section 3.4.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shares of Common Stock shall thereafter be made, other than to settle transfers of Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they shall be canceled cancelled and exchanged for the Merger Consideration as provided for in this Article IISection 2.07(a) and Section 2.12(b).