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

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive the Offer Price as contemplated by Section 1.8; and (b) 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 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”) or a Book Entry Share is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Share shall be canceled and shall be exchanged as provided in Section 1.10.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing non-certificated shares of Company Common Stock Shares represented by book entry (“Book Entry Shares”) or of valid certificates representing Company Shares that were outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) shall cease to have any rights as stockholders of the Company, except the right to receive the Offer Price as contemplated by Section 1.8Price; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock Shares 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”) Certificate or a Book Entry Share is presented to the Paying Exchange Agent (as defined in Section 2.07) or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Share shall be canceled and shall be exchanged as for the Offer Price provided for, and in Section 1.10accordance with the procedures set forth in, this Article 2.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive the Offer Price Price, as contemplated by Section 1.8; and (b) 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 transfer of any such shares of Company Common Stock shall be made on such the stock transfer books of the Surviving Corporation 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”) or a Book Entry Share is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Share shall be canceled and shall be exchanged as provided in Section 1.10.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided for shares of Company Common Stock that continue to be held by a Subsidiary of the Company in accordance with Section 1.8(a)(i) or Section 1.8(a)(ii1.5(a)(i), all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time (each such certificate, a “Company Stock Certificate”) or uncertificated shares of Company Common Stock represented by book entry (each such share, an “Uncertificated Share”) shall cease to have any rights as stockholders of the Company, except the right to receive the Offer Price as contemplated by Section 1.8; and (b) 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 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”) Certificate or a Book Entry Uncertificated Share is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Uncertificated Share shall be canceled and shall be exchanged as provided in Section 1.101.7.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Stock Ordinary Shares outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease transferred to existParent, and all holders of Book Entry Shares or of certificates representing shares of Company Common Stock Ordinary Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company, except other than the right of the holders of Company Ordinary Shares to receive the Offer Price as contemplated by Section 1.8Merger Consideration set forth herein; and (b) the stock share transfer books of the Company shall be closed with respect to all shares of Company Common Stock Ordinary Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock Ordinary Shares shall be made on such stock share transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock Ordinary Shares outstanding immediately prior to the Effective Time (a “Company Stock Share Certificate”) or a Book Entry Share is presented to the Paying Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Share Certificate or Book Entry Share shall be canceled and shall be exchanged as provided in Section 1.101.7.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided for shares of Company Common Stock that continue to be held by a Subsidiary of the Surviving Corporation following the Effective Time in accordance with Section 1.8(a)(i) or Section 1.8(a)(ii1.5(a)(i), all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time (each such certificate, a “Company Stock Certificate”) or uncertificated shares of Company Common Stock represented by book entry positions (each such share, an “Uncertificated Company Share”) shall cease to have any rights as stockholders of the Company, except the right to receive the Offer Price as contemplated by Section 1.8; and (b) 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 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”) Certificate or a Book Entry Uncertificated Company Share is presented to the Paying Exchange Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Uncertificated Company Share shall be canceled and shall be exchanged as provided in Section 1.101.7.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except and each certificate representing any such Company Capital Stock (a “Company Stock Certificate”) shall thereafter represent the right to receive the Offer Price as contemplated by consideration referred to in Section 1.81.5 (or if applicable, Section 1.11); and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital 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”) or a Book Entry Share Certificate is presented to the Paying Payment Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Share shall be physically canceled and shall be exchanged as provided in Section 1.101.9.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the CompanyCompany Stockholders, except and each certificate representing any such Company Capital Stock (a “Company Stock Certificate”) shall thereafter represent the right to receive the Offer Price as contemplated by consideration referred to in Section 1.81.5, if any; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital 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”) or a Book Entry Share Certificate is presented to the Paying Payment Agent or to the Surviving Corporation Entity or Parent, such Company Stock Certificate or Book Entry Share shall be canceled and shall be exchanged as provided in Section 1.101.9.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Capital Stock (each, a “Company Stock Certificate”) that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive a portion of the Offer Price Net Merger Consideration as contemplated by Section 1.8; set forth in this Agreement (or, if applicable, appraisal rights) 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 Effective Time. At the Effective Time, holders of Company Stock Options that were outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto. No further transfer of any such shares of Company Common Stock Securities shall be made on such stock transfer books after the Effective Time, and no exercise of any Company Stock Option shall be permitted, acknowledged or accepted 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”) or a Book Entry Share Certificate is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Share shall be canceled and shall be exchanged as provided in Section 1.102.5.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided for shares of Company Common Stock that continue to be held by a Subsidiary of the Company in accordance with Section 1.8(a)(i) or Section 1.8(a)(ii1.5(a)(i), all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time (each such certificate, a “Company Stock Certificate”) or uncertificated shares of Company Common Stock represented by book entry outstanding immediately prior to the Effective Time (each such share, an “Uncertificated Share”) shall cease to have any rights as stockholders of the Company, except the right to receive the Offer Price as contemplated by Section 1.8; and (b) 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 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”) Certificate or a Book Entry Uncertificated Share is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Uncertificated Share shall be canceled and shall be exchanged as provided in Section 1.101.7.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided for shares of Company Common Stock that continue to be held by a Subsidiary of the Surviving Corporation following the Effective Time in accordance with Section 1.8(a)(i) or Section 1.8(a)(ii1.5(a)(i), all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time (each such certificate, a “Company Stock Certificate”) or uncertificated shares of Company Common Stock represented by book-entry positions (each such share, an “Uncertificated Company Share”) shall cease to have any rights as stockholders of the Company, except the right to receive the Offer Price as contemplated by Section 1.8; and (b) 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 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”) Certificate or a Book Entry Uncertificated Company Share is presented to the Paying Exchange Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Uncertificated Company Share shall be canceled and shall be exchanged as provided in Section 1.101.7.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall automatically be canceled cancelled and retired and shall cease to existexist in exchange for the Per Share Merger Consideration payable therefor in accordance with Section 1.7, or in the case of Dissenting Shares, the rights pursuant to Section 1.8, and all holders of Book Entry Shares or of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, Company Stockholders except the right to receive the Offer Price as contemplated by provided for in Section 1.7 or Section 1.8; , as applicable, and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock Shares 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 Shares outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) or a Book Entry Share is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Share shall be canceled cancelled and shall be exchanged as provided in Section 1.10.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates previously representing shares of Company Common Stock or shares of Company Common Stock that were outstanding immediately prior to the Effective Time are in non-certificated book-entry form (“Book-Entry Shares”) shall cease to have any rights as stockholders of the Company, except the right to receive the Offer Price as contemplated by Section 1.8; and (b) 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 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”) or a Book Book-Entry Share is Shares are presented to the Paying Payment Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Book-Entry Share Shares shall be canceled and shall be exchanged as provided in Section 1.101.8 below.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), Time all shares of Company Common Stock Securities outstanding immediately prior to the Effective Time shall automatically be canceled cancelled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Stock Securities outstanding that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders shareholders of the Company, except and each certificate representing any such Company Securities (a “Company Stock Certificate”) or uncertificated book-entry shares (a “Book-Entry”) thereafter represent the right to receive the Offer Price as contemplated by consideration referred to in Section 1.81.5(a); and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Securities outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock Securities 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”) Certificate or a Book Book-Entry Share is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Book-Entry Share shall be canceled cancelled and shall be exchanged as provided in Section 1.10.1.11. (Signature Page to Agreement and Plan of Merger)

Closing of the Company’s Transfer Books. At the Effective Time: , (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time shall automatically be canceled and retired and cancelled, shall cease to existexist and shall no longer be outstanding, as provided in Section 2.6, and all holders of certificates previously representing Company Shares (a “Company Stock Certificate”) or non-certificated Company Shares represented by book entry (“Book Entry Shares or of certificates representing shares of Company Common Stock Shares”) that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive the Offer Price as contemplated by Section 1.8; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock Shares outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock Shares 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”) or a Book Entry Share Certificate is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Share shall be canceled and shall be exchanged as provided in Section 1.102.8.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled cancelled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except and each certificate representing any such Company Capital Stock (each, a “Company Stock Certificate”) shall thereafter represent the right to receive the Offer Price as contemplated by Section 1.8consideration referred to in Sections 1.8 and 1.9; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company Common Capital 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”) or a Book Entry Share Certificate is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Share shall be canceled physically cancelled and shall be exchanged as provided in Section 1.101.9.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except and each certificate representing any such Company Capital Stock (a “Company Stock Certificate”) shall thereafter represent the right to receive the Offer Price as contemplated by consideration referred to in Section 1.81.5; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock such capital stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company Common Capital 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”) or a Book Entry Share Certificate is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Share shall be physically canceled and shall be exchanged as provided in Section 1.101.8.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the CompanyCompany Stockholders, except and each certificate representing any such Company Capital Stock (a “Company Stock Certificate”) shall thereafter represent the right to receive the Offer Price as contemplated by consideration referred to in Section 1.81.5; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital 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”) or a Book Entry Share Certificate is presented to the Paying Payment Agent or to the Surviving Corporation Entity or Parent, such Company Stock Certificate or Book Entry Share shall be canceled and shall be exchanged as provided in Section 1.101.9.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the CompanyCompany Stockholders, except and each certificate representing any such Company Capital Stock (a “Company Stock Certificate”) shall thereafter represent the right to receive the Offer Price as contemplated by consideration referred to in Section 1.81.5 (Conversion of Shares), if any; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a Company Stock Certificate, including any valid certificate previously representing any shares of Company Preferred Stock previously converted into shares of Company Common Stock outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) or a Book Entry Share Time, is presented to the Paying Exchange Agent or to the Surviving Corporation Company or Parent, such Company Stock Certificate or Book Entry Share shall be canceled and shall be exchanged as provided in Section 1.101.9 (Exchange/Payment).

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except and each certificate representing any such Company Capital Stock (a “Company Stock Certificate”) shall thereafter represent the right to receive the Offer Price as contemplated by consideration referred to in Section 1.81.5; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of the Company Common Capital 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”) or a Book Entry Share Certificate is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Share shall be physically canceled and shall be exchanged as provided in Section 1.101.8.

Closing of the Company’s Transfer Books. At the Effective Time: , (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including any Dissenting Shares) shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Stock Stock, and all holders of book-entry Shares representing such shares of Company Common Stock, that were outstanding immediately prior to the Effective Time shall shall, in each case, cease to have any rights as stockholders of the Company, except the right to receive the Offer Price as contemplated by Section 1.8; and (b) 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 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”) or a Book Entry Share is presented to the Paying Payment Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Share shall be canceled and shall be exchanged as provided in Section 1.102.8 or, in the case of Dissenting Shares, treated as set forth in Section 2.10.

Closing of the Company’s Transfer Books. At the Company Effective Time: , (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Stock issued and outstanding immediately prior to the Company Effective Time (including any Dissenting Shares) shall automatically be canceled and retired and shall cease to exist, and all holders of Company Stock Certificates and Company Book Entry Shares or of certificates representing shares of Company Common Stock Shares, that were outstanding immediately prior to the Company Effective Time shall shall, in each case, cease to have any rights as stockholders of the Company, except the right to receive the Offer Price as contemplated by Section 1.8; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Company Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Company Effective Time. If, after the Company Effective Time, a valid certificate Company Stock Certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Company Effective Time (a “Company Stock Certificate”) or a Book Entry Share is presented to the Paying Payment Agent or to the Company Surviving Corporation or ParentHoldco, such Company Stock Certificate or Book Entry Share shall be canceled and shall be exchanged as provided in Section 1.102.8 or, in the case of Dissenting Shares, treated as set forth in Section 2.10.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Capital Stock (each, a “Company Stock Certificate”) that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive a portion of the Offer Price Merger Consideration as contemplated by Section 1.8; set forth in this Agreement (or, if applicable, appraisal rights) 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 Effective Time. At the Effective Time, holders of Company Stock Options and Company B-2 Warrants that were outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto. No further transfer of any such shares of Company Common Stock Securities shall be made on such stock transfer books after the Effective Time, and no exercise of any Company Stock Option or Company B-2 Warrant shall be permitted, acknowledged or accepted 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”) or a Book Entry Share Certificate is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Share shall be canceled and shall be exchanged as provided in Section 1.102.6.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided for shares of Company Common Stock that continue to be held by a Subsidiary of the Company in accordance with Section 1.8(a)(i) or Section 1.8(a)(ii1.5(a)(i), all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall (each such certificate, a “Company Stock Certificate”) or uncertificated shares of Company Common Stock represented by book entry (each such share, an “Uncertificated Share”)shall cease to have any rights as stockholders of the Company, except the right to receive the Offer Price as contemplated by Section 1.8; and (b) 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 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”) Certificate or a Book Entry Uncertificated Share is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Uncertificated Share shall be canceled and shall be exchanged as provided in Section 1.101.7.

Closing of the Company’s Transfer Books. At the Effective Time: (a) except as provided in Section 1.8(a)(i) or Section 1.8(a)(ii), all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time (each such certificate, a “Company Stock Certificate”) or uncertificated shares of Company Common Stock represented by book entry (each such share, an “Uncertificated Share”) shall cease to have any rights as stockholders of the Company, except the right to receive the Offer Price as contemplated by Section 1.8; and (b) 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 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”) Certificate or a Book Entry Uncertificated Share is presented to the Paying Exchange Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Uncertificated Share shall be canceled and shall be exchanged as provided in Section 1.101.7.