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

Closing of the Company’s Transfer Books. On the Effective Date, (a) all certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Date shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Date shall cease to have any rights as shareholders of the Company, and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock outstanding immediately prior to the Effective Date. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Date. If, after the Effective Date, a valid certificate previously representing any of such shares of Company Common Stock (a "Company Stock Certificate") is presented to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

Closing of the Company’s Transfer Books. On At the Effective Date, Time: (a) in exchange for the right to receive the Merger Consideration, all certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Date Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Date Time shall cease to have any rights as shareholders stockholders of the Company, ; and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock outstanding immediately prior to the Effective DateTime. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective DateTime. If, after the Effective DateTime, a valid certificate previously representing any of such shares of Company Common Stock Stock, including any Company Restricted Shares, outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

Closing of the Company’s Transfer Books. On At the Effective Date, Time: (a) all certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Date Time shall automatically be canceled and retired extinguished and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Date Time shall cease to have any rights as shareholders stockholders of the Company, except as set forth in Section 1.8 hereof; and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock outstanding immediately prior to the Effective DateTime. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective DateTime. If, after the Effective DateTime, a valid certificate previously representing any of such shares of Company Common Stock (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

Closing of the Company’s Transfer Books. On At the Effective DateTime and following conversion into the right to receive the Merger Consideration, (a) all certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Date Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Date Time shall cease to have any rights as shareholders stockholders of the Company, ; and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock outstanding immediately prior to the Effective DateTime. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective DateTime. If, after the Effective DateTime, a valid certificate previously representing any of such shares of Company Common Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Payment Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.10.

Closing of the Company’s Transfer Books. On At the Effective Date, Time: (a) all certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Date Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Date Time shall cease to have any rights as shareholders of the CompanyCompany stockholders, except as provided herein or by applicable Legal Requirement; and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock outstanding immediately prior to the Effective DateTime. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective DateTime. If, after the Effective DateTime, a valid certificate previously representing any of such shares of Company Common Stock (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

Closing of the Company’s Transfer Books. On At the Effective Date, Time: (a) all certificates representing shares of Company Common Stock and Company Series B Stock outstanding immediately prior to before the Effective Date Time shall automatically be canceled and retired and shall cease to existexist (in exchange for the right to receive the Per Share Merger Consideration or the Per Preferred Share Merger Consideration, as applicable, or the right to receive consideration pursuant to Section 1.5(c)), and all holders of certificates representing shares of Company Common Stock and Company Series B Stock that were outstanding immediately prior to before the Effective Date Time shall cease to have any rights as shareholders stockholders of the Company, ; and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock and Company Series B Stock outstanding immediately prior to before the Effective DateTime. No further transfer of any such shares of Company Common Stock or Company Series B Stock shall be made on such stock transfer books after the Effective DateTime. If, after the Effective DateTime, a valid certificate previously representing any of such shares of Company Common Stock (a "Company Stock Certificate") Certificate is presented to the Surviving Corporation or Parentfor any reason, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.71.

Closing of the Company’s Transfer Books. On At the Effective Date, Time: (a) all certificates representing shares of Company Common Stock (“Shares”) outstanding immediately prior to the Effective Date Time shall automatically be canceled and retired and shall cease to exist, each share of Company Common Stock shall represent only the right to receive the Merger Consideration and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Date Time shall cease to have any rights as shareholders of the Company, ; and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock Shares outstanding immediately prior to the Effective DateTime. No further transfer of any such shares of Company Common Stock Shares shall be made on such stock transfer books after the Effective DateTime. If, after the Effective DateTime, a valid certificate previously representing any of such shares of Company Common Stock Shares (a "“Company Stock Certificate"”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.71.

Closing of the Company’s Transfer Books. On At the Effective Date, Time: (a) all certificates representing shares of Company Common Stock ("SHARES") outstanding immediately prior to the Effective Date Time shall automatically be canceled and retired and shall cease to exist, each share of Company Common Stock shall represent only the right to receive the Merger Consideration and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Date Time shall cease to have any rights as shareholders of the Company, ; and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock Shares outstanding immediately prior to the Effective DateTime. No further transfer of any such shares of Company Common Stock Shares shall be made on such stock transfer books after the Effective DateTime. If, after the Effective DateTime, a valid certificate previously representing any of such shares of Company Common Stock Shares (a "Company Stock CertificateCOMPANY STOCK CERTIFICATE") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.71.

Closing of the Company’s Transfer Books. On At the First Merger Effective Date, Time: (a) all certificates representing shares of Company Common Capital Stock outstanding immediately prior to the First Merger Effective Date Time shall automatically be canceled and retired and shall cease to existtreated in accordance with Section 1.9(a), and all holders of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the First Merger Effective Date Time shall cease to have any rights as shareholders stockholders of the Company, Company and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Capital Stock outstanding immediately prior to the First Merger Effective DateTime. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the First Merger Effective DateTime. If, after the First Merger Effective DateTime, a valid certificate previously representing any of such shares of Company Common Stock Capital Stock, outstanding immediately prior to the First Merger Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7Sections 1.9 and 1.12.

Closing of the Company’s Transfer Books. On At the Effective Date, Time: (a) all certificates representing shares of Company Common Stock ("Shares") outstanding immediately prior to the Effective Date Time shall automatically be canceled and retired and shall cease to exist, each share of Company Common Stock shall represent only the right to receive the Merger Consideration and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Date Time shall cease to have any rights as shareholders stockholders of the Company, ; and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock Shares outstanding immediately prior to the Effective DateTime. No further transfer of any such shares of Company Common Stock Shares shall be made on such stock transfer books after the Effective DateTime. If, after the Effective DateTime, a valid certificate previously representing any of such shares of Company Common Stock Shares (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation Entity or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.71.

Closing of the Company’s Transfer Books. On At the Effective DateTime, (a) all certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Date shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Date shall cease to have any rights as shareholders of the Company, and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock and Company Preferred Stock outstanding immediately prior to the Effective DateTime. No further transfer of any such shares of Company Common Stock or Company Preferred Stock shall be made on such stock transfer books after the Effective DateTime. If, after the Effective DateTime, a valid certificate previously representing any of such shares of Company Common Stock or Company Preferred Stock outstanding immediately prior to the Effective Time (a "“Company Stock Certificate"”) is presented to the Exchange Agent or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.5 and Section 1.7. From and after the Effective Time, the holders of Company Stock Certificates outstanding immediately prior to the Effective Time will cease to have any rights with respect to the Company Common Stock and/or Company Preferred Stock, as applicable, represented by any Company Stock Certificates except as otherwise provided for herein or by applicable law.

Closing of the Company’s Transfer Books. On At the Effective Date, Time: (a) all certificates representing shares of Company Common Stock ("Shares") outstanding immediately prior to the Effective Date Time shall automatically be canceled and retired and shall cease to exist, each share of Company Common Stock shall represent only the right to receive the Merger Consideration and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Date Time shall cease to have any rights as shareholders stockholders of the Company, ; and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock Shares outstanding immediately prior to the Effective DateTime. No further transfer of any such shares of Company Common Stock Shares shall be made on such stock transfer books after the Effective DateTime. If, after the Effective DateTime, a valid certificate previously representing any of such shares of Company Common Stock Shares (a "Company Stock Certificate") is presented to the Surviving Corporation Entity or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.71.

Closing of the Company’s Transfer Books. On At the Effective Date, Time: (a) all certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Date Time shall automatically be canceled and retired and shall cease to existexist in exchange for the consideration issued pursuant to Section 1.5, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Date Time shall cease to have any rights as shareholders of the Company, Company Stockholders except as provided for in Section 1.5; and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock outstanding immediately prior to the Effective DateTime. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective DateTime. If, after the Effective DateTime, a valid certificate previously representing any of such 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 1.8) or to the First Step Surviving Corporation Corporation, Final Surviving Company or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.

Closing of the Company’s Transfer Books. On At the Effective Date, : (a) all certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Date shall automatically be canceled and retired and shall cease to existexist as provided in Section 8, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Date shall cease to have any rights as shareholders stockholders of the Company, ; and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock outstanding immediately prior to the Effective Date. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Date. If, after the Effective Date, a valid certificate previously representing any of such shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 16) or to the Surviving Corporation or ParentAcquiror, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.716.

Closing of the Company’s Transfer Books. On At the Effective Date, Time: (a) all certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Date Time shall automatically be canceled and retired and shall cease to existexist as provided in Section 1.5(a), and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Date Time shall cease to have any rights as shareholders stockholders of the Company, ; and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock outstanding immediately prior to the Effective DateTime. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective DateTime. If, after the Effective DateTime, a valid certificate previously representing any of such shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

Closing of the Company’s Transfer Books. On At the Effective Date, Time: (a) all certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Date shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Date Time shall cease to have any rights as shareholders stockholders of the CompanyCompany other than the right to receive the Cash Election Price and/or shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock), as the case may be, as contemplated by Section 1.5; and (b) the stock transfer books of the Company shall be closed with respect to all shares of such Company Common Stock outstanding immediately prior to the Effective DateTime. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective DateTime. If, after the Effective DateTime, a valid certificate previously representing any of such shares of Company Common Stock (a "“Company Stock Certificate"”) is presented to the Exchange Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.9.