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) all Shares outstanding immediately prior to the Effective Time shall cease to exist as provided in Section 1.5 and all holders of certificates representing Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as Stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all Shares outstanding immediately prior to the Effective Time. No further transfer of any such Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such Shares (a "COMPANY STOCK CERTIFICATE") is presented to the Paying 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. At the Effective Time: (a) all Company Shares outstanding immediately prior to the Effective Time shall cease to exist as provided in Section 1.5 2.5 and all holders of certificates representing Company Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as Stockholders stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all Company Shares outstanding immediately prior to the Effective Time. No further transfer of any such Company Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such Company Shares (a "COMPANY STOCK CERTIFICATECompany Stock Certificate") is presented to the Paying Payment Agent (as defined in Section 1.72.7(a)) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.7.

Closing of the Company’s Transfer Books. At the Effective Time: (a) all Company Shares outstanding immediately prior to before the Effective Time shall cease to exist as provided in Section 1.5 2.06 and all holders of certificates representing Company Shares that were outstanding immediately prior to before the Effective Time shall cease to have any rights as Stockholders stockholders of the CompanyCompany except the right to receive the Merger Consideration therefor; and (b) the stock transfer books of the Company shall be closed with respect to all Shares outstanding immediately prior to the Effective TimeCompany Shares. No further transfer of any such Company Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such Company Shares (a "COMPANY STOCK CERTIFICATE"“Company Stock Certificate”) is presented to the Paying Agent (as defined in Section 1.7) or to Exchange Agent, the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and and, if it represents Outstanding Company Shares, shall be exchanged as provided in Section 1.72.08.

Closing of the Company’s Transfer Books. At the Effective Time: (a) all Shares outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as provided in Section 1.5 exist, and all holders of certificates representing Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as Stockholders stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all Shares outstanding immediately prior to the Effective Time. No further transfer of any such Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such Shares (a "COMPANY STOCK CERTIFICATE") is presented to the Paying Exchange Agent (as defined in Section 1.71.10) 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. At the Effective Time: (a) all Shares outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as provided in Section 1.5 exist, and all holders of certificates representing Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as Stockholders stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all Shares outstanding immediately prior to the Effective Time. No further transfer of any such Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such Shares (a "COMPANY STOCK CERTIFICATE") is presented to the Paying Exchange Agent (as defined in Section 1.72.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.7.

Closing of the Company’s Transfer Books. At the Effective Time: (a) all Company Shares outstanding immediately prior to the Effective Time shall cease to exist as provided in Section 1.5 2.5 and all holders of certificates previously representing Company Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as Stockholders stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all Company Shares outstanding immediately prior to the Effective Time. No further transfer of any such Company Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such Company Shares (a "COMPANY STOCK CERTIFICATE"“Company Stock Certificate”) is presented to the Paying Agent (as defined in Section 1.72.7(a)) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.7.

Closing of the Company’s Transfer Books. At the Effective Time: (a) all Shares outstanding immediately prior to the Effective Time shall cease to exist as provided in Section 1.5 and all , holders of certificates representing Shares shares of capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as Stockholders shareholders of the Company; , except the right to receive the Merger Consideration as set forth in this Agreement and (b) the stock transfer books of the Company shall be closed with respect to all Shares shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such Shares shares of capital stock of the Company 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 such Shares capital stock of the Company (a "COMPANY STOCK CERTIFICATECompany Stock Certificate") is presented to the Paying 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 1.71.8.

Closing of the Company’s Transfer Books. At the Effective Time: (a) all Shares outstanding immediately prior to the Effective Time shall cease to exist as provided in Section 1.5 and all , holders of certificates representing Shares shares of capital stock of the Company that were outstanding immediately prior to the Effective Time shall cease to have any rights as Stockholders stockholders of the Company; , except the right to receive the Merger Consideration, and (b) the stock transfer books of the Company shall be closed with respect to all Shares shares of such capital stock of the Company outstanding immediately prior to the Effective Time. No further transfer of any such Shares shares of capital stock of the Company 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 such Shares capital stock of the Company (a "COMPANY STOCK CERTIFICATE“Company Stock Certificate") is presented to the Paying Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled cancelled and shall be exchanged as provided in Section 1.71.9.

Closing of the Company’s Transfer Books. At the Effective Time: (a) all Company Shares outstanding immediately prior to the Effective Time shall cease to exist as provided in Section 1.5 2.5 and all holders of certificates previously representing Company Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as Stockholders of the CompanyCompany Stockholders; and (b) the stock transfer books of the Company shall be closed with respect to all Company Shares outstanding immediately prior to the Effective Time. No further transfer of any such Company Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such Company Shares (a "COMPANY STOCK CERTIFICATE"“Company Stock Certificate”) is presented to the Paying 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 1.72.7.

Closing of the Company’s Transfer Books. At the Effective Time: (a) all Company Shares outstanding immediately prior to the Effective Time shall cease to exist as provided in Section 1.5 2.5 and all holders of certificates representing Company Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as Stockholders stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all Company Shares outstanding immediately prior to the Effective Time. No further transfer of any such Company Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such Company Shares (a "COMPANY STOCK CERTIFICATE"“Company Stock Certificate”) is presented to the Paying Agent (as defined in Section 1.72.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.7.

Closing of the Company’s Transfer Books. At the Effective Time: (a) all Company Shares outstanding immediately prior to the Effective Time shall cease to exist as provided in Section 1.5 2.1 and all holders of certificates representing Company Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as Stockholders stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all Company Shares outstanding immediately prior to the Effective Time. No further transfer of any such Company Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such Company Shares (a "COMPANY STOCK CERTIFICATECompany Stock Certificate") is presented to the Paying Payment Agent (as defined in Section 1.72.3(a)) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.3.

Closing of the Company’s Transfer Books. At the Effective Time: (a) all Shares outstanding immediately prior to the Effective Time shall cease to exist as provided in Section 1.5 and all , holders of certificates representing Shares shares of the Company's capital stock (the "Company Capital Stock") that were outstanding immediately prior to the Effective Time shall cease to have any rights as Stockholders shareholders of the Company; , and (b) the stock transfer books of the Company shall be closed with respect to all Shares shares of such capital stock outstanding immediately prior to the Effective Time. No further transfer of any such Shares shares of the Company's 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 of such Shares shares of the Company's capital stock (a "COMPANY STOCK CERTIFICATECompany Stock Certificate") is presented to the Paying 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 1.71.8.

Closing of the Company’s Transfer Books. At the Effective Time: (a) all Company Shares outstanding immediately prior to the Effective Time shall cease to exist as provided in Section 1.5 2.5 and all holders of certificates previously representing Company Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as Stockholders stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all Company Shares outstanding immediately prior to the Effective Time. No further transfer of any such Company Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such Company Shares (a "COMPANY STOCK CERTIFICATECompany Stock Certificate") is presented to the Paying Agent (as defined in Section 1.72.7(a)) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.7.

Closing of the Company’s Transfer Books. At the Effective Time: (a) all Company Shares outstanding immediately prior to before the Effective Time shall cease to exist as provided in Section 1.5 2.06 and all holders of certificates representing Company Shares that were outstanding immediately prior to before the Effective Time shall cease to have any rights as Stockholders stockholders of the CompanyCompany except the right to receive the applicable Merger Consideration therefor; and (b) the stock transfer books of the Company shall be closed with respect to all Shares outstanding immediately prior to the Effective TimeCompany Shares. No further transfer of any such Company Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such Company Shares (a "COMPANY STOCK CERTIFICATE"“Company Stock Certificate”) is presented to the Paying Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and and, if it represents Outstanding Company Shares, shall be exchanged as provided in Section 1.72.08.

Closing of the Company’s Transfer Books. At the Effective Time: (a) all Shares outstanding immediately prior to the Effective Time shall cease to exist as provided in Section 1.5 and all holders of certificates representing Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares other than as Stockholders of provided herein (including the Companyright to receive the Merger Consideration provided in Section 2.5(a)(iii)) or by applicable Legal Requirements; and (b) the stock transfer books of the Company shall be closed with respect to all Shares outstanding immediately prior to the Effective Time. No further transfer of any such Shares shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such Shares Share (a "COMPANY STOCK CERTIFICATE"“Company Stock Certificate”) is properly presented to the Paying Agent (as defined in Section 1.72.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.72.7.