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 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 books 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 or Parent, they shall be marked canceled and shall be exchanged as provided in Section 1.8 below.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed with respect to all and no transfer of 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 books after thereafter. In the Effective Time. Ifevent that, after the Effective TimeDate, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged for Parent Common Stock and/or cash as provided in Section 1.8 belowSections 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 with respect to all shares and no transfer of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock Shares shall thereafter be made on such stock transfer books after the Effective Timemade. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or Parentfor transfer, they shall be marked canceled and shall be exchanged as provided for in Section 1.8 below2.07(a) and Section 2.12(c).

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all and no transfer of shares of capital stock of the 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 books thereafter. If after the Effective Time. If, after the Effective Time, any Time Company Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged as provided in Section 1.8 belowthis Agreement.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all and no transfer of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock Time shall thereafter be made on such stock transfer books after the Effective Timemade. If, after the Effective Time, any subject to the terms and conditions of this Agreement, Company Certificates or Book-Entry Shares formerly representing Company Common Stock are presented to the Payment Agent Parent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled cancelled and shall be exchanged as provided for Parent Common Stock in Section 1.8 belowaccordance with this Article III.

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

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed with respect to all and no transfer of 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 books after thereafter. In the Effective Time. Ifevent that, after the Effective TimeDate, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged for the Merger Consideration as provided in Section 1.8 belowSections 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 with respect to all shares and no transfer of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock shall thereafter be made on such stock transfer books after the Effective Timemade. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or Parentthe Exchange Agent, they shall be marked canceled and shall be exchanged for the Merger Consideration, as provided in Section 1.8 belowthis ARTICLE 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 with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers and no transfer of Company Common Stock shall thereafter be made on such stock transfer books after the Effective Timemade. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled cancelled and shall be exchanged for Merger Consideration as provided in Section 1.8 belowthis Article I, 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 with respect to all and no registration of transfer of 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 books after thereafter. In the Effective Time. If, event that Certificates are presented to the Surviving Corporation after the Effective Time, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or Parent, they shall be marked canceled and shall be exchanged for Parent Common Stock and/or cash as provided in Sections 3.1(b) and 3.4 and any dividends or other distributions to which the holders are entitled pursuant to Section 1.8 below3.3.

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

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 with respect to all and no transfer of any shares of capital stock of the 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 books after thereafter. In the Effective Time. Ifevent that, after the Effective TimeDate, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled cancelled and shall be exchanged for the securities of Parent and/or cash as provided in Section 1.8 belowSections 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 with respect to all and no transfer of shares of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Preferred Stock shall thereafter be made on such stock transfer books after the Effective Timemade. If, after the Effective Time, any Stock Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or Parentthe Disbursing Agent, they shall be marked canceled and shall be exchanged for the Merger Consideration, as provided in Section 1.8 belowthis Article III.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all and no transfer of shares of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock Stock, Preferred Stock, Options and Option Shares shall be made on such stock transfer books thereafter. If after the Effective Time. If, after the Effective Time, any Time Certificates or Book-Entry Shares are presented to the Payment Agent Buyer or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged as provided in Section 1.8 belowthis Article IV.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers 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, any Certificates or Book-Entry Shares are a valid Company Stock Certificate is presented to the Payment Agent or to the Surviving Corporation or ParentBuyer, they such Company Stock Certificate shall be marked canceled and shall be exchanged as provided in Section 1.8 belowcanceled.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed with respect to all and no transfer of any 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 books after thereafter. In the Effective Time. Ifevent that, after the Effective TimeDate, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged for the securities of Parent and/or cash as provided in Section 1.8 belowSections 3.1(b) and 3.5.

Closing of the Company’s Transfer Books. At On the Effective TimeClosing Date, the stock transfer books of the Company shall be closed with respect to all and no transfer of 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 books after thereafter. In the Effective Time. Ifevent that, after the Effective TimeClosing Date, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentHampshire, they shall be marked canceled and shall be exchanged for the pro-rata portion of the Merger Value as provided in Section 1.8 below3.1.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed with respect to all and no transfer of shares of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock shall will be made on such stock transfer books after thereafter. In the Effective Time. Ifevent that, after the Effective Time, any Company Stock Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall will be marked canceled and shall be exchanged for ICG Certificates (and, if required, cash) as provided in Section 1.8 below3.2(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 with respect to all and no registration of transfer of 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 books after thereafter. In the Effective Time. If, event that Certificates are presented to the Surviving Corporation after the Effective Time, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or Parent, they shall be marked canceled and shall be exchanged for Parent Common Stock and/or cash as provided in Section 1.8 belowSections 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 with respect to all and no transfer of shares of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock shall will be made on such stock transfer books after thereafter. In the Effective Time. Ifevent that, after the Effective Time, any Company Stock Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall will be marked canceled and shall be exchanged for the MusicCo Certificates (and, if required, cash) as provided in Section 1.8 below3.3(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 with respect to all shares and no transfer of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock Shares shall thereafter be made on such stock transfer books after the Effective Timemade. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or Parentthe Surviving Entity for transfer, they shall be marked canceled cancelled and shall be exchanged as provided for in Section 1.8 belowthis Agreement.

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

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed with respect to all and no transfer of shares of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock shall will be made on such stock transfer books after thereafter. In the Effective Time. Ifevent that, after the Effective Time, any ,Company Stock Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall will be marked canceled and shall be exchanged for the MusicCo Certificates (and, if required, cash) as provided in Section 1.8 below3.3(b) and Section 3.5.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed with respect to all and no transfer of 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 books after thereafter. In the Effective Time. Ifevent that, after the Effective TimeDate, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged for Parent Common Stock and/or cash as provided in Section 1.8 belowSections 3.1(a), 3.2, 3.3, 3.4 and 3.5.

Closing of the Company’s Transfer Books. At the Effective TimeClosing, the stock transfer books of the Company shall be closed with respect to all closed, and no transfer of any 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 books after thereafter. In the Effective Time. If, after the Effective Time, any event that Certificates or Book-Entry Shares are presented to Parent, the Payment Company or the Exchange Agent or to after the Surviving Corporation or ParentClosing, they shall be marked canceled and shall be exchanged as provided in Section 1.8 belowreturn for the payment of the applicable Purchase Consideration relating thereto.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all and no transfer of shares of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Company's Common Stock shall be made on such stock transfer books after thereafter. In the Effective Time. Ifevent that, after the Effective Time, any Certificates or Book-Entry certificates for Shares are presented to the Payment Agent Parent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged for Merger Consideration for each Share represented as provided in Section 1.8 below3.3, 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 with respect to all and no transfer of 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 books after thereafter. In the Effective Time. Ifevent that, after the Effective TimeDate, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged for Parent Common Stock and/or cash as provided in Section 1.8 belowSections 3.1(a), 3.2, 3.3, 3.4 and 3.5.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed with respect to all and no transfer of 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 books after thereafter. In the Effective Time. Ifevent that, after the Effective TimeDate, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged for the Merger Consideration as provided in Sections 3.1(b) and 3.2. Section 1.8 below3.8.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all and no transfer of shares of Company Common Stock outstanding immediately prior to shall thereafter be made. If after the Effective Time. No further registrations or transfers Time certificates previously representing shares of Company Common Stock shall be made on such stock transfer books 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 or Parentits transfer agent, they shall be marked canceled and shall be exchanged as provided in Section 1.8 belowfor the Merger Consideration.

Closing of the Company’s Transfer Books. At the --------------------------------------- Effective Time, the stock transfer books of the Company shall be closed with respect to all shares and no transfer of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock Shares shall be made on such stock transfer books after thereafter. In the Effective Time. Ifevent that, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged for the Merger Consideration as provided in Section 1.8 belowSections 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 with respect to all and no transfer of 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 books after thereafter. In the Effective Time. Ifevent that, after the Effective TimeDate, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged for cash in an amount equal to the Per Share Amount multiplied by the number of Shares represented by such Certificate as provided in Section 1.8 belowthis Article IV.

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

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all and no transfer of shares of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations Stock, Preferred Stock, Options, Warrants or transfers of Company Common Stock Warrant Shares shall be made on such stock transfer books thereafter. If after the Effective Time. IfTime Certificates for shares of Common Stock, after the Effective TimePreferred Stock, any Certificates Options, Warrants or Book-Entry Warrant Shares are presented to the Payment Agent Buyer or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged as provided in this Section 1.8 below3.

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed with respect to all and no transfer of any 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 books after thereafter. In the Effective Time. Ifevent that, after the Effective TimeDate, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled cancelled and shall be exchanged for the securities of Parent and/or cash as provided in Section 1.8 belowSections 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 with respect to all and no transfer of shares of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock shall thereafter be made on such stock transfer books after made, other than to settle transfers of Common Stock that occurred prior to 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 or Parentfor transfer, they shall be marked canceled cancelled and shall be exchanged as provided for in Section 1.8 below2.07(a) and Section 2.12(b).

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed with respect to all and no transfer of shares of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock shall will be made on such stock transfer books after thereafter. In the Effective Time. Ifevent that, after the Effective Time, any Company Stock Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall will be marked canceled and shall be exchanged for the AccuMed Certificates and AccuMed Warrants, as provided in Section 1.8 below3.2(b).

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all and no transfer of 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 books after thereafter. In the Effective Time. If, event that Certificates are presented to the Surviving Corporation or Parent after the Effective Time, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or Parent, they shall be marked canceled and shall be exchanged for Parent Common Stock and/or cash as provided in Section 1.8 belowSections 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 with respect to all and no transfer of shares of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock Options shall be made on such stock transfer books thereafter. If after the Effective Time. If, after the Effective Time, any Certificates Time certificates for shares of Common Stock or Book-Entry Shares Options are presented to the Payment Agent Buyer or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged as provided in this Section 1.8 below3.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares and no transfer of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock Shares shall be made on such stock transfer books after thereafter. In the Effective Time. Ifevent that, after the Effective Time, any Certificates or Book-Entry cer- tificates for Shares are presented to the Payment Agent Parent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled cancelled and shall be exchanged for the Merger Consideration for each Share represented as provided in Section 1.8 below3.03, 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 with respect to all and no transfer of 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 books after thereafter. In the Effective Time. Ifevent that, after the Effective TimeDate, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged for the Merger Consideration as provided in Section 1.8 belowSections 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 be closed with respect to all shares and no transfer of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock Shares shall be made on such stock transfer books after thereafter. In the Effective Time. Ifevent that, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged for the Merger Consideration as provided in Section 1.8 belowSections 3.1 and 3.2.

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

Closing of the Company’s Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding on the date immediately prior to the date of the Effective Time. No further registrations or transfers Time and no transfer of shares of the Company Common Stock shall be made on such stock transfer books after thereafter. In the Effective Time. Ifevent that, after the Effective Time, any Certificates or Book-Entry Shares certificates for shares of the Company Common Stock are presented to the Payment Agent or to the Surviving Corporation or ParentNemetschek, they shall be marked canceled cancelled and shall be exchanged for Merger Consideration for each share of the Company Common Stock represented as provided in Section 1.8 below4.02.

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

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed with respect to all and no transfer of shares of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, any thereafter and Certificates or Book-Entry Shares agreements reflecting any Company Options that are presented to the Payment Agent or to the Surviving Corporation or Parent, they after the Effective Date shall be marked canceled cancelled and shall be exchanged as provided for the applicable portion of the Net Merger Consideration in accordance with Section 1.8 below4.1(c) and Section 4.1(e).

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

Closing of the Company’s Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed with respect to all shares and no transfer of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers Shares of Company Common Stock shall be made on such stock transfer books after thereafter. In the Effective Time. Ifevent that, after the Effective TimeDate, any Certificates or Book-Entry certificates for Shares of Company Common Stock are presented to the Payment Agent Parent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled cancelled and shall be exchanged for Merger Consideration as provided in Section 1.8 below3.3, 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 with respect to all and no transfer of any 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 books after thereafter. In the Effective Time. Ifevent that, after the Effective TimeDate, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled cancelled and shall be exchanged for the securities of Parent and/or cash as provided in Section 1.8 belowSections 3.1(b) and 3.4.

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 with respect to all and no transfer of any shares of capital stock of the 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 books after thereafter. In the Effective Time. Ifevent that, after the Effective TimeDate, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled cancelled and shall be exchanged for Parent Common Stock and/or cash as provided in Section 1.8 belowSections 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 with respect to all shares and no transfer of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock Shares shall thereafter be made on such stock transfer books after the Effective Timemade. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or Parentfor transfer, they shall be marked canceled and shall be exchanged for the Merger Consideration as provided in Section 1.8 belowthis ‎Article III.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares and no transfer of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock shall thereafter be made on such stock transfer books after the Effective Timemade. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled cancelled and shall be exchanged for the Merger Consideration as provided in Section 1.8 belowthis Article I, 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 with respect to all shares and no transfer of Company Common Stock outstanding immediately Shares shall thereafter be made; provided, that trades effected prior to the Effective Time. No further registrations or transfers of Company Common Stock Time shall be made on such stock transfer books after the Effective Timerecorded in accordance with customary settlement procedures. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or Parentfor transfer, they shall be marked canceled and shall be exchanged for the Merger Consideration as provided in Section 1.8 belowthis Article II.

Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares and no transfer of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock Shares shall be made on such stock transfer books after thereafter. In the Effective Time. Ifevent that, after the Effective Time, any Certificates or Book-Entry certificates representing Shares are presented to the Payment Agent or to the Surviving Corporation or ParentCorporation, they shall be marked canceled and shall be exchanged against delivery of the applicable Merger Consideration as provided in Section 1.8 belowthis Article 3.

Closing of the Company’s Transfer Books. At the Effective --------------------------------------- Time, the stock transfer books of the Company shall be closed with respect to all and no registration of transfer of 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 books after thereafter. In the Effective Time. If, event that Certificates are presented to the Surviving Corporation after the Effective Time, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or Parent, they shall be marked canceled and shall be exchanged for Parent Common Stock and/or cash as provided in Section 1.8 belowSections 5.1(b).