Closing of Company's Transfer Books. At the Effective Time: (a) all Company Units outstanding immediately prior to the Effective Time shall be treated in accordance with Section 1.5(a), and all holders of Company Units that were outstanding immediately prior to the Effective Time shall cease to have any rights as Company Members; and (b) the membership transfer books of Company shall be closed with respect to all Company Units outstanding immediately prior to the Effective Time. No further transfer of any Company Units shall be made after the Effective Time.
Closing of Company's Transfer Books. At the Effective Time, all of the Shares converted into the right to receive the Merger Consideration pursuant to Section 5.1(a) shall cease to be outstanding, shall be cancelled and retired and shall cease to exist, and each certificate formerly representing any of the Shares (each, a “Share Certificate”) or otherwise if the Company then has Shares which are not certificated, the applicable number of uncertificated Shares represented by book-entry (the “Book-Entry Shares”) (in each case, other than Excluded Shares and Dissenting Shares) shall thereafter represent only the right to receive the Merger Consideration, without interest. From and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Shares that were outstanding immediately prior to the Effective Time. At the Effective Time, the share transfer books of the Company shall be closed with respect to all Shares outstanding immediately prior to the Effective Time. No further transfer of any Shares shall be made on such share transfer books after the Effective Time.
Closing of Company's Transfer Books. At and after the Effective Time, holders of Company Stock Certificates shall cease to have any rights as stockholders of Company, except for the right to receive the Merger Consideration (less any amounts required to be withheld pursuant to applicable tax laws). At the Effective Time, the stock transfer books of Company shall be closed and no transfer of shares of Company Common Stock which were outstanding immediately prior to the Effective Time shall thereafter be made. If, after the 14 Effective Time, subject to the terms and conditions of this Agreement, Company Stock Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Paying Agent, they shall be canceled and exchanged for the Merger Consideration (less any amounts required to be withheld pursuant to applicable tax laws) in accordance with this Article III.
Closing of Company's Transfer Books. At the Effective Time:
Closing of Company's Transfer Books. The stock transfer books of Company shall be closed at the close of business on the business day immediately preceding the date of the Effective Time. In the event of a transfer of ownership of Company Common Stock or Company Preferred Stock that is not registered in the transfer records of Company, the Merger Consideration to be distributed pursuant to this Agreement may be delivered to a transferee, if a Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by payment of any applicable stock transfer taxes. National City and the Exchange Agent shall be entitled to rely upon the stock transfer books of Company to establish the identity of those Persons entitled to receive, any notices, letters of transmittal and Merger Consideration specified in this Agreement for their shares of Company Common Stock or Company Preferred Stock, which books shall be conclusive with respect to the ownership of such shares. In the event of a dispute with respect to the ownership of any such shares, the Surviving Corporation and the Exchange Agent shall be entitled to deposit any Merger Consideration not already paid represented thereby in escrow with an independent party and thereafter be relieved with respect to any claims to such Merger Consideration.
Closing of Company's Transfer Books. No transfer of Shares will be made in the stock transfer books of Company following the Effective Time. If, following the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they will be cancelled and exchanged for the Acquisition Price as provided in this Article IV, subject to applicable Law in the case of Dissenting Shares.
Closing of Company's Transfer Books. At and after the Effective Time, holders of capital stock of Company shall cease to have any rights as stockholders of Company, except for the right to the Merger Consideration. At the Effective Time, the stock transfer books of Company shall be closed and no transfer of shares of capital stock of Company and any other securities of Company, including, but not limited to, any options and warrants, which were outstanding immediately prior to the Effective Time shall thereafter be made.
Closing of Company's Transfer Books. At and after the Effective Time, holders of Company Stock shall cease to have any rights as stockholders of Company, except for the right to receive shares of Parent Common Stock, plus cash in lieu of fractional shares, if any, pursuant to Section 1.6. At the Effective Time, the stock transfer books of Company shall be closed and no transfer of shares of Company Stock and any other securities of Company, including, but not limited to, any options and warrants, which were outstanding immediately prior to the Effective Time shall thereafter be made.
Closing of Company's Transfer Books. At the Effective Time: (a) all shares of Company Common Stock and Company Preferred Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock and Company Preferred Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock and Company Preferred Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) is presented to the Exchange Agent (as defined in Section 1.10) or to the Surviving Corporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Sections 1.5 and 1.10.
Closing of Company's Transfer Books. At the Effective Time, the stock transfer records of the Company shall be closed and no transfer of Shares shall thereafter be made or recognized. ARTICLE II
