Common use of Closing of Transfer Books Clause in Contracts

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates shall be given a copy of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Common Shares that were outstanding immediately prior to the Effective TimeTime thereafter on the records of the Company. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent the Paying Agent for transferany reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to marked canceled and exchanged as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIIV.

Closing of Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective TimeDate. If, after the Effective TimeDate, Certificates are presented or delivered to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given cancelled and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to this Article II.

Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Old Certificates representing such shares are presented for transfer to the Surviving Corporation or Parent for transferExchange Agent, the holder of Certificates they shall be given a copy of exchanged for the letter of transmittal referred to Merger Consideration and canceled as provided in this Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II1.8(d).

Closing of Transfer Books. At From and after the Effective Time, Time the stock transfer books of the Company shall be closed, closed and there shall be no further registration transfer of transfers on the any capital stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective TimeCompany shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy of canceled and exchanged for the letter of transmittal referred to Cash Consideration as provided in Section 2.2(b) 2.1 and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IISection 2.2.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the case of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed, and there shall will be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Common Shares (other than the Surviving Shares) that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates (other than with respect to Surviving Shares) are presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transfer, they will be cancelled and exchanged for payment in the holder of Certificates shall be given a copy of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy of the letter of transmittal referred cancelled and exchanged for Initial Shares in accordance with Section 1.5(a), subject to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II1.9.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration registrations of transfers transfer on the stock transfer books of the Surviving Corporation Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are any Certificate is presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transfer, it shall be cancelled and exchanged for the cash amount in immediately available funds to which the holder of Certificates shall be given a copy of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder thereof is entitled pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given a copy of cancelled and exchanged for the letter of transmittal referred to Merger Consideration in Section 2.2(b) and instructed to comply accordance with the instructions procedures set forth in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIIII.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares or Company Stock Options that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given a copy of the letter of transmittal referred to cancelled and exchanged as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given a copy of cancelled and exchanged for the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Parent or the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to applicable law in the case of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates or any certificates representing any Rollover Shares are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given a copy of cancelled and exchanged in accordance with and subject to the letter of transmittal referred to procedures set forth in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Shares that Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation Company or Parent the Exchange Agent for transferany reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to cancelled and exchanged as provided in this Section, except as otherwise provided by Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II2.1(e).

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given marked “cancelled” and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed, and there shall will be no further registration of transfers on the stock transfer books of the Company or the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they will be cancelled and exchanged for a check in the holder of Certificates shall be given a copy of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that Company Common Stock which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates or Company Book-Entry Shares are presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transferany reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to cancelled and exchanged as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II, except as otherwise provided by Law.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Parent of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to Parent or the Surviving Corporation or Parent Exchange Agent for transferany reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to canceled and exchanged as provided in this Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II2.2.

Closing of Transfer Books. At After the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation or Parent for transferParent, the holder of Certificates they shall be given a copy canceled and exchanged for the appropriate amount of the letter of transmittal referred to Merger Consideration as provided in Section 2.2(b) 2.1 and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IISection 2.2.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company Corporation shall be closed, closed and there no transfer of Shares or Options shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Purchaser or the Surviving Corporation or Parent Corporation, they shall be canceled and exchanged for transferthe Merger Consideration in accordance with Section 1.8. From and after the Effective Time, the holder no Shares shall be deemed to be outstanding, and holders of Certificates shall be given a copy of the letter of transmittal referred cease to in Section 2.2(b) and instructed to comply have any rights with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIrespect thereto except as provided herein or by law.

Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company and Flagship shall be closed, closed and there no transfer of Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates certificates formerly representing Shares are presented to the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy of canceled and exchanged for the letter of transmittal referred to Merger Consideration as set forth in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II1.3.

Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transferCorporation, the holder of Certificates Parent or the Exchange Agent, they shall be given a copy of the letter of transmittal referred to canceled and exchanged for Merger Consideration in accordance with Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II1.5.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed, closed with respect to all shares of common stock and there shall be no further registration preferred stock of transfers on the stock transfer books of the Surviving Corporation of the Shares that were Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of common stock or preferred stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, Certificates are a valid Company stock certificate is presented to the Surviving Corporation Paying Agent or Parent for transferto Parent, the holder of Certificates such stock certificate shall be given a copy of the letter of transmittal referred to cancelled and surrendered for cash as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II2.7.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Common Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given canceled and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to this Article IISection 1.14.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Common Shares that were outstanding immediately prior to the Effective TimeTime thereafter on the records of the Company. If, after the Effective Time, any Certificates are presented to the Surviving Corporation or Parent the Paying Agent for transferany reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to marked canceled and exchanged as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIIV.

Closing of Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed, and there shall be no further registration transfer of transfers on the stock transfer books shares of Common Stock of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective TimeCompany shall thereafter be made. If, after the Effective TimeDate, Certificates certificates previously representing shares of Common Stock are presented to the Surviving Corporation or Parent for transferthe Paying Agent (as defined in Section 3.3), the holder of Certificates they shall be given a copy of the letter of transmittal referred to canceled and exchanged for cash as provided in Section 2.2(b) and instructed 3.1(a), subject to comply with applicable law in the instructions in that letter case of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Stock.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given cancelled and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to this Article II.ARTICLE I.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were Company Common Stock which was outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Company Book-Entry Shares are presented to the Surviving Corporation or Parent for transferCorporation, the holder of Certificates Surviving Company or the Exchange Agent for any reason, they shall be given a copy of the letter of transmittal referred cancelled and exchanged as provided in this Section 2.3, except as otherwise provided by Section 2.1(e).” Section 13. Amendment to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II.2.3

Closing of Transfer Books. At As of the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are validly presented to the Surviving Corporation or Parent the Paying Agent for transfertransfer or any other reason, the holder of Certificates they shall be given a copy of cancelled and exchanged for the letter of transmittal referred to Merger Consideration, as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transfertransfer or any other reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to cancelled and exchanged as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given cancelled and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation shares of the Shares that were Common Stock outstanding immediately prior to the Effective TimeTime thereafter on the records of the Company. If, after the Effective Time, any Certificates are presented to the Surviving Corporation or Parent the Paying Agent for transferany reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to marked canceled and exchanged as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIIV.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or Parent for transferthe Exchange Agent, the holder of Certificates they shall be given a copy cancelled and exchanged for Initial Merger Shares in accordance with Section 1.5, subject to Section 1.12 and to applicable law in the case of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given a copy of cancelled and exchanged in accordance with and subject to the letter of transmittal referred to procedures set forth in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given a copy of cancelled and exchanged for the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled relevant Merger Consideration pursuant to this Article II.

Closing of Transfer Books. At On the Effective TimeDate, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Stock shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective TimeDate, Certificates certificates are presented to the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy canceled and exchanged for the pro rata share of the letter Merger Price in accordance herewith and subject to applicable law in the case of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfers of shares of Company Stock shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given a copy of cancelled and exchanged for the letter of transmittal referred to consideration set forth in Section 2.2(b) 1.5 and instructed in accordance with Section 1.6, subject to comply with applicable law in the instructions in that letter case of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company capital stock (the “Company Stock”) shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Company Stock Certificates are presented to the Parent or the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy cancelled and exchanged for Merger Shares in accordance with Section 1.5, subject to the provisions hereof and applicable law in the case of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Common Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or Parent for transferthe Exchange Agent, the holder of Certificates they shall be given a copy of the letter of transmittal referred cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II1.10.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given cancelled and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to this Article IIIII.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given a copy of cancelled and exchanged for the letter of transmittal referred Merger Consideration to be issued or paid in Section 2.2(b) and instructed to comply consideration therefor in accordance with the instructions procedures set forth in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Parent or the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy cancelled and exchanged for shares of the letter of transmittal referred to Parent Common Stock in accordance with Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II1.7.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation or by book-entry of the Shares Shares, other than transfers that were outstanding immediately prior to occurred before the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transferany reason, the holder of Certificates they shall be given cancelled and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to this Article IIIII.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares (other than Remaining Shares or Rolled Shares) that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates (other than with respect to Remaining Shares or Rolled Shares) are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given cancelled and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or Parent for transferthe Paying Agent, the holder of Certificates they shall be given a copy cancelled and exchanged for the Transaction Consideration in accordance with Section 1.5, subject to Sections 1.9 and 1.10 and to applicable Law in the case of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given cancelled and exchanged for a copy of check in the letter of transmittal referred proper amount pursuant to and in Section 2.2(b) and instructed to comply accordance with the instructions in that letter procedures of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or Parent for transferthe Exchange Agent, the holder of Certificates they shall be given a copy cancelled and exchanged for the applicable portion of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to Merger Consideration into which such holder is entitled pursuant Certificates convert in accordance with Section 1.5, subject to this Article IISections 1.10, 1.11 and 1.13 and to applicable law in the case of Dissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock ------------------------- transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates formerly representing Company Shares are presented to the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy of the letter of transmittal referred cancelled and exchanged for Initial Shares in accordance with Section 1.5(a), subject to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II1.7.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy cancelled and exchanged for Consideration in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the case of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to before the Effective Time. If, after the Effective Time, Certificates not representing Dissenting Shares are presented to the Surviving Corporation or Parent Purchaser for AGREEMENT AND PLAN OF MERGER 17 transfer, the holder of Certificates they shall be given a copy of the letter of transmittal referred cancelled and exchanged for Share Consideration pursuant to and in Section 2.2(b) and instructed to comply accordance with the instructions in that letter procedures of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIIII.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of the Shares that Company Common Stock which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates or Company Book-Entry Shares are presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transferany reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to cancelled and exchanged as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II, except as otherwise provided by Law.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. IfSubject to Section 2.2(d), if, at any time after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transferany reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to in Section 2.2(b) cancelled and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled exchanged pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Shares that Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book Entry Shares are presented to the Surviving Corporation Company or Parent the Paying Agent for transferany reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to canceled and exchanged as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II, except as otherwise provided by Law.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given cancelled and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to this Article IIIII.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Stock shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy of cancelled and exchanged for the letter of transmittal referred to consideration described in Section 2.2(b) 1.4(b), subject to the other applicable provisions and instructed to comply with applicable law in the instructions in that letter case of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given cancelled and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there no transfer of shares of Company Common Stock shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade thereafter. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent the Paying Agent for transfertransfer or any other reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to canceled and exchanged as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or Parent for transferthe Exchange Agent, the holder of Certificates they shall be given a copy canceled and exchanged for Cash Consideration and Merger Shares in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were Company Common Stock which was outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Company Book-Entry Shares are presented to the Surviving Corporation or Parent the Exchange Agent for transferany reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to cancelled and exchanged as provided in this Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II2.2.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Metro Parent for transfer, the holder of Certificates they shall be given cancelled and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to this Article II.

Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closedclosed and no transfer shall thereafter be made. From and after the Effective Time, and there shall be no further registration the holders of transfers on the stock transfer books Certificates evidencing ownership of the Surviving Corporation of the Shares that were outstanding Company Securities immediately prior to the Effective Time. IfTime shall cease to have any rights with respect to such securities, after the Effective Time, Certificates are presented to the Surviving Corporation except as otherwise provided for in this Agreement or Parent for transfer, the holder of Certificates shall be given a copy of the letter of transmittal referred to in Section 2.2(b) and instructed to comply accordance with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIany Legal Requirements.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given cancelled and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to this Article II.I.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Interests shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Parent or the Surviving Corporation or Parent for transferEntity, the holder of Certificates they shall be given a copy of the letter of transmittal referred cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II1.9.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given a copy of cancelled and exchanged for the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper Merger Consideration pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closedclosed and no transfer of Common Stock or Preferred Stock shall thereafter be made. From and after the Effective Time, and there shall be no further registration the holders of transfers on the stock transfer books Certificates evidencing ownership of the Surviving Corporation of the Outstanding Shares that were outstanding or Outstanding Options immediately prior to the Effective Time. IfTime shall cease to have any rights with respect to such Outstanding Shares or Outstanding Options, after the Effective Time, Certificates are presented to the Surviving Corporation except as otherwise provided for in this Agreement or Parent for transfer, the holder of Certificates shall be given a copy of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIby applicable Law.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Stock shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates certificates formerly representing Company Stock are presented to Parent or the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy of canceled and exchanged for the letter of transmittal referred to Merger Consideration, if any, in accordance with Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II1.6.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, subject to compliance with the holder of Certificates shall be given a copy of the letter of transmittal referred to procedures in Section 2.2(b) ), they shall be cancelled and instructed to comply with exchanged for a check in the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to this Article II.

Closing of Transfer Books. At From and after the Effective Time, Time the stock transfer books of the Company shall be closed, closed and there no transfer of any capital stock thereof shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transferCompany, the holder of Certificates they shall be given a copy canceled and exchanged for certificates representing the appropriate number of the letter of transmittal referred to Parent Shares as provided in Section 2.2(b) 2.1 and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IISection 2.2.

Closing of Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed, and there shall be no further registration transfer of transfers on the stock transfer books shares of Common Stock of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective TimeCompany shall thereafter be made. If, after the Effective TimeDate, Certificates certificates previously representing shares of Common Stock are presented to the Surviving Corporation or Parent for transferthe Paying Agent (as defined in Section 3.3), the holder of Certificates they ----------- shall be given a copy of the letter of transmittal referred to canceled and exchanged for cash as provided in Section 2.2(b) and instructed 3.1(a), subject -------------- to comply with applicable law in the instructions in that letter case of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Stock.

Closing of Transfer Books. At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given cancelled and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to this Article II2.

Closing of Transfer Books. At From and after the Effective Time, the stock transfer books book of the Company shall be closed, closed and there shall be no further registration transfer of transfers on the any capital stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective TimeCompany shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transferCompany, the holder of Certificates they shall be given a copy cancelled and exchanged for certificates representing the appropriate number of the letter of transmittal referred to Parent Shares, as provided in this Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II2.3.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of shares of Company Stock shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates certificates formerly representing shares of Company Stock are presented to Parent or the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy cancelled and exchanged for the Merger Consideration in accordance with Section 2.02, subject to Applicable Law in the case of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given cancelled and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to and subject to the requirements of this Article ARTICLE II.

Closing of Transfer Books. At As of the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are validly presented to the Surviving Corporation or Parent the Paying Agent for transfertransfer or any other reason, the holder of Certificates they shall be given a copy of cancelled and exchanged for the letter of transmittal referred to Merger Consideration as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy cancelled and exchanged for the Merger Shares and cash in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or Parent for transferthe Stockholder Representative, the holder of Certificates they shall be given a copy cancelled and exchanged for the Cash Consideration and the Merger Shares in accordance with Section 1.7, subject to Section 1.6 and to applicable law in the case of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation shares of the Shares that were common stock outstanding immediately prior to the Effective TimeTime thereafter on the records of the Company. If, after the Effective Time, any Certificates are presented to the Surviving Corporation or Parent the Paying Agent for transferany reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to marked canceled and exchanged as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIIII.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transfertransfer or any other reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to cancelled and exchanged as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II, except as otherwise provided by Law.

Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy of the letter of transmittal referred cancelled and exchanged for Initial Shares in accordance with Section 1.5(a), subject to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II1.9.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are any Certificate or Book-Entry Share is presented to the Surviving Corporation or Parent for transfer, the holder of Certificates it shall be given a copy canceled against delivery of the letter of transmittal referred to Merger Consideration as provided in this Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II2.02.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy cancelled and exchanged for Initial Shares and Escrow Shares in accordance with Section 1.5 and Section 1.9, and subject to applicable law in the case of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed, closed with respect to all shares of common stock and there shall be no further registration preferred stock of transfers on the stock transfer books of the Surviving Corporation of the Shares that were Company outstanding immediately prior to the Effective Time. No further transfer of any such shares of common stock or preferred stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, Certificates are a valid Company stock certificate is presented to the Surviving Corporation Paying Agent (as defined in Section 1.7(a) below) or Parent for transferto Parent, the holder of Certificates such stock certificate shall be given a copy of the letter of transmittal referred to cancelled and surrendered for cash as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II1.7.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration registrations of transfers transfer on the stock transfer books of the Surviving Corporation Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are any Certificate is presented to the Surviving Corporation Corporation, Parent or Parent the Exchange Agent for transfer, it shall be cancelled and exchanged for the cash amount in immediately available funds to which the holder of Certificates shall be given a copy of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder thereof is entitled pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given cancelled and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to and subject to the requirements of this Article II.. -7-

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are any Certificate or Book-Entry Share is presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transfer, the holder of Certificates they shall be given marked “cancelled” and exchanged for a copy of payment in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to and subject to the requirements of this Article IIARTICLE 2.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Common Shares that were outstanding immediately prior to the Effective TimeTime thereafter on the records of the Company. If, after the Effective Time, any Certificates are presented to the Surviving Corporation or Parent the Paying Agent for transferany reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to marked canceled and exchanged as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIARTICLE IV.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Company Certificates are presented to the Parent or the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy cancelled and exchanged for Initial Shares which shall be delivered to the present stockholders, and Escrow Shares, which shall be delivered to the Escrow Agent, in accordance with Section 1.8, subject to applicable law in the case of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Company or the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given a copy of cancelled and exchanged for the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled relevant Merger Consideration pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. IfSubject to Section 2.2(e), if, at any time after the Effective Time, Certificates are presented to the Surviving Corporation or Parent the Paying Agent for transferany reason, the holder of Certificates they shall be given a copy of canceled and exchanged for the letter of transmittal referred to Merger Consideration as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy cancelled and exchanged for Initial Shares in accordance with Section 1.5, subject to Sections 1.09 and 1.10 and to applicable law in the case of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Company Common Shares that or Company Series A Preferred Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent the Exchange Agent for transferany reason, the holder of Certificates they shall be given a copy of the letter of transmittal referred to cancelled and exchanged as provided in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article II, except as otherwise provided by law.

Closing of Transfer Books. At or after the Effective ------------------------- Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Shares that shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy of canceled and exchanged for the letter of transmittal referred to consideration deliverable in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article II2.

Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closedclosed and no transfer of Common Stock or Preferred Stock shall thereafter be made. From and after the Effective Time, and there shall be no further registration the holders of transfers on the stock transfer books Certificates evidencing ownership of the Surviving Corporation of the Shares that were outstanding Company Capital Stock immediately prior to the Effective Time. IfTime shall cease to have any rights with respect to such Company Capital Stock, after the Effective Time, Certificates are presented to the Surviving Corporation except as otherwise provided for in this Agreement or Parent for transfer, the holder of Certificates shall be given a copy of the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled pursuant to this Article IIby Applicable Law.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, the holder of Certificates they shall be given cancelled and exchanged for a copy of check in the letter of transmittal referred to in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled proper amount pursuant to this Article II.I.

Closing of Transfer Books. At or after the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Shares that shares of Company Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transferCorporation, the holder of Certificates they shall be given a copy of canceled and exchanged for the letter of transmittal referred to consideration deliverable in Section 2.2(b) and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article II2.