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) in exchange for the right to receive the Merger Consideration, 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 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; 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, including any Company Restricted Shares, outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

Closing of the Company’s Transfer Books. At the Effective Time: (a) in exchange for Time and following conversion into the right to receive the Merger Consideration, (a) 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 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; 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, including any Company Restricted Shares, Stock outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) is presented to the Exchange Payment 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 1.71.10.

Closing of the Company’s Transfer Books. At the Effective Time: (a) in exchange for the right to receive the Merger Consideration, all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired extinguished and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except as set forth in Section 1.8 hereof; and (b) the stock transfer books of the Company shall be closed with respect to all shares of 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, including any Company Restricted Shares, outstanding immediately prior to the Effective Time Stock (a “Company Stock Certificate”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

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

Closing of the Company’s Transfer Books. At the Effective Time: (a) in exchange for the right to receive the Merger Consideration, 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, each share of Company Common Stock shall represent only the right to receive the Merger Consideration and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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, including any Company Restricted Shares, outstanding immediately prior to the Effective Time Shares (a “"Company Stock Certificate”") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation Entity or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.71.

Closing of the Company’s Transfer Books. At the Effective Time: (a) in exchange for the right to receive the Merger Consideration, 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 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 CompanyCompany other than the right to receive the Cash Election Price and/or shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock), as the case may be, as contemplated by Section 1.5; and (b) the stock transfer books of the Company shall be closed with respect to all shares of 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, including any Company Restricted Shares, outstanding immediately prior to the Effective Time Stock (a “Company Stock Certificate”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.9.

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

Closing of the Company’s Transfer Books. At the Effective Time: (a) in exchange for the right to receive the Merger Consideration, all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existexist in exchange for the consideration issued pursuant to Section 1.5, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the CompanyCompany Stockholders except as provided for in Section 1.5; and (b) the stock transfer books of the Company shall be closed with respect to all shares of 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, including any Company Restricted Shares, Stock outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) is presented to the Exchange Agent (as defined in Section 1.71.8) or to the First Step Surviving Corporation Corporation, Final Surviving Company or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.8.

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

Closing of the Company’s Transfer Books. At the Effective Time: (a) in exchange for the right to receive the Merger Consideration, 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, each share of Company Common Stock shall represent only the right to receive the Merger Consideration and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective 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 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, including any Company Restricted Shares, outstanding immediately prior to the Effective Time Shares (a “Company Stock Certificate”"COMPANY STOCK CERTIFICATE") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.71.

Closing of the Company’s Transfer Books. At the Effective Time: (a) in exchange for the right to receive the Merger Consideration, 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, each share of Company Common Stock shall represent only the right to receive the Merger Consideration and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective 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 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, including any Company Restricted Shares, outstanding immediately prior to the Effective Time Shares (a “Company Stock Certificate”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.71.

Closing of the Company’s Transfer Books. At the Effective Time: (a) in exchange for the right to receive the Merger Consideration, 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 certificates Company Stock 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 the right to receive the consideration described in Section 1.6(d); 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. IfSubject to Section 1.11(f) if, after the Effective Time, a valid certificate Company Stock Certificate previously representing any of such shares of Company Common Stock, including any Company Restricted Shares, outstanding immediately prior to the Effective Time (a “Company Capital Stock Certificate”) is presented to the Exchange Agent (as defined in Section 1.71.11) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.71.11.

Closing of the Company’s Transfer Books. At the Effective Time: (a) in exchange for the right to receive the Merger Consideration, 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, each share of Company Common Stock shall represent only the right to receive the Merger Consideration and all holders of certificates representing shares of Company Common Stock Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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, including any Company Restricted Shares, outstanding immediately prior to the Effective Time Shares (a “"Company Stock Certificate”") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation Entity or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.71.

Closing of the Company’s Transfer Books. At the Effective Time: (a) in exchange for the right to receive the Merger Consideration, all shares of Company Common Stock and Company Series B Stock outstanding immediately prior to before the Effective Time shall automatically be canceled and retired and shall cease to existexist (in exchange for the right to receive the Per Share Merger Consideration or the Per Preferred Share Merger Consideration, as applicable, or the right to receive consideration pursuant to Section 1.5(c)), and all holders of certificates representing shares of Company Common Stock and Company Series B Stock that were outstanding immediately prior to before the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock and Company Series B Stock outstanding immediately prior to before the Effective Time. No further transfer of any such shares of Company Common Stock or Company Series B Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock, including any Company Restricted Shares, outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) Certificate is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parentfor any reason, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 1.71.

Closing of the Company’s Transfer Books. At the Effective Time: (a) in exchange for the right to receive the Merger Consideration, all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existexist as provided in Section 1.5(a), and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock 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 of such shares of Company Common Stock, including any Company Restricted Shares, outstanding immediately prior to the Effective Time Stock (a “"Company Stock Certificate”") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

Closing of the Company’s Transfer Books. At the Effective Time: (a) in exchange for the right to receive the Merger Consideration, 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 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 CompanyCompany stockholders, except as provided herein or by applicable Legal Requirement; and (b) the stock transfer books of the Company shall be closed with respect to all shares of 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, including any Company Restricted Shares, outstanding immediately prior to the Effective Time Stock (a “Company Stock Certificate”) is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.