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 will be closed, and there 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, Parent or the Paying Agent for transfer, they will be cancelled and exchanged for payment in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At After the Effective Time, the stock transfer books of the Company will shall be closed, closed and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Shares (other than the Surviving Shares) Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates (other than with respect to Surviving Shares) are presented to the Surviving Corporation, Parent or the Paying Agent for transferParent, they will shall be cancelled canceled and exchanged for payment the appropriate amount of Merger Consideration as provided in the proper amount pursuant to Section 2.1 and subject to the requirements of in this Article IISection 2.2.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Shares (other than the Surviving Shares) Stock 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 or Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment a check in the proper amount pursuant to and subject to the requirements of this Article II.ARTICLE I.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed, closed with respect to all shares of common stock and there will be no further registration preferred stock of transfers on the stock transfer books of the Surviving Corporation of the Common Shares (other than the Surviving 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 (other than with respect to Surviving Shares) are a valid Company stock certificate is presented to the Surviving Corporation, Parent or the Paying Agent for transferor to Parent, they will such stock certificate shall be cancelled and exchanged surrendered for payment cash as provided in the proper amount pursuant to and subject to the requirements of this Article IISection 2.7.

Closing of Transfer Books. (i) At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 any Book-Entry Share representing ownership of Shares is presented to the Surviving CorporationCompany, Parent or the Paying Agent for transfer, they will such Book-Entry Share shall be cancelled and exchanged for payment in the proper amount Share Merger Consideration to which the holder of such Book-Entry Share is entitled 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 will shall be closed, and there will shall 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, any Certificates (other than with respect to Surviving Shares) are presented to the Surviving Corporation, Corporation or Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment in the proper amount pursuant to accordance with and subject to the requirements of procedures set forth in this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed, and there will be no further registration of transfers on the stock transfer books of the Company or 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) Book-Entry Shares are presented to the Surviving Corporation, Parent or the Paying Agent Corporation for transfer, they will be cancelled and exchanged for payment a check in the 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 will shall be closed, and there will shall 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, Parent Corporation or the Paying Exchange Agent for transferany reason, they will shall be cancelled canceled and exchanged for payment as provided in the 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 will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Parent of the shares of Company Common Shares (other than the Surviving Shares) Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates (other than with respect to Surviving Shares) or Book-Entry Shares are presented to the Surviving Corporation, Parent or the Paying Exchange Agent for transferany reason, they will shall be cancelled canceled and exchanged for payment as provided in the proper amount pursuant to and subject to the requirements of this Article IISection 2.2.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 TimeTime thereafter on the records of the Company. If, after the Effective Time, any Certificates (other than with respect to Surviving Shares) are presented to the Surviving Corporation, Parent Corporation or the Paying Agent for transferany reason, they will shall be cancelled marked canceled and exchanged for payment as provided in the proper amount pursuant to and subject to the requirements of this Article IIIV.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation shares of the Common Shares (other than the Surviving Shares) that were Stock outstanding immediately prior to the Effective TimeTime thereafter on the records of the Company. If, after the Effective Time, any Certificates (other than with respect to Surviving Shares) are presented to the Surviving Corporation, Parent Corporation or the Paying Agent for transferany reason, they will shall be cancelled marked canceled and exchanged for payment as provided in the proper amount pursuant to and subject to the requirements of this Article IIIV.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Company Common Shares (other than the Surviving Shares) that Stock which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates (other than with respect to Surviving Shares) or Company Book-Entry Shares are presented to the Surviving Corporation, Parent or the Paying Agent for transferany reason, they will shall be cancelled and exchanged for payment as provided in the proper amount pursuant to and subject to the requirements of this Article II, except as otherwise provided by Law.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 or Parent or the Paying Agent for transfer, they will shall be cancelled marked “cancelled” and exchanged for payment a check in the 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 will shall be closed, and there will shall 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) or Book-Entry Shares are presented to the Surviving Corporation, Corporation or Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment a check in the 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 will shall be closed, and there will shall 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) or Book-Entry Shares are presented to the Surviving Corporation, Corporation or Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment in the proper amount relevant Merger Consideration 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 will shall be closed, and there will shall 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 which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates (other than with respect to Surviving Shares) or Book-Entry Shares are presented to the Surviving Corporation, Parent or the Paying Agent for transfertransfer or any other reason, they will shall be cancelled and exchanged for payment as provided in the 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 will shall be closed, and there will shall 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 or Parent or the Paying Agent for transfer, they will shall be cancelled canceled and exchanged for payment a check in the proper amount pursuant to and subject to the requirements of this Article IISection 1.14.

Closing of Transfer Books. At As of the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 validly presented to the Surviving Corporation, Parent Corporation or the Paying Agent for transfertransfer or any other reason, they will shall be cancelled and exchanged for payment the Merger Consideration, as provided in the 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 will shall be closed, and there will shall 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, Parent or the Paying Agent Corporation for transfer, they will shall be cancelled and exchanged for payment a check in the 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 will shall be closed, and there will shall 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 before the Effective Time. If, after the Effective Time, Certificates (other than with respect to Surviving Shares) not representing Dissenting Shares are presented to the Surviving Corporation, Parent Corporation or the Paying Agent Purchaser for AGREEMENT AND PLAN OF MERGER 17 transfer, they will shall be cancelled and exchanged for payment in the proper amount Share Consideration pursuant to and subject to in accordance with the requirements procedures of this Article IIIII.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation shares of the Common Shares (other than the Surviving 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 (other than with respect to Surviving Shares) are presented to the Surviving Corporation, Parent Corporation or the Paying Agent for transferany reason, they will shall be cancelled marked canceled and exchanged for payment as provided in the proper amount pursuant to and subject to the requirements of this Article IIIII.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 or Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment the Merger Consideration to be issued or paid in consideration therefor in accordance with the proper amount pursuant to and subject to the requirements of procedures set forth in this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Common Shares (other than the Surviving 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 Surviving Remaining Shares or Rolled Shares) are presented to the Surviving Corporation, Corporation or Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment a check in the 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 will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Company Common Shares (other than the Surviving Shares) that were Stock which was outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates (other than with respect to Surviving Shares) or Company Book-Entry Shares are presented to the Surviving Corporation, Parent Corporation or the Paying Exchange Agent for transferany reason, they will shall be cancelled and exchanged for payment as provided in the proper amount pursuant to and subject to the requirements of this Article IISection 2.2.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 or Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment a check in the proper amount pursuant to and subject to the requirements of this Article ARTICLE II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, closed and there will shall be no further registration registrations of transfers transfer on the stock transfer books of the Surviving Corporation Company 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 any Certificate is presented to the Surviving Corporation, Parent or the Paying Exchange Agent for transfer, they will it shall be cancelled and exchanged for payment the cash amount in immediately available funds to which the proper amount holder thereof is entitled 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 will shall be closed, and there will shall 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 or Metro Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment a check in the 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 will shall be closed, and there will shall 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) or Book-Entry Shares are presented to the Surviving Corporation, Corporation or Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment a check in the proper amount pursuant to and subject to the requirements of this Article II.. -7- TABLE OF CONTENTS (continued) Page

Closing of Transfer Books. At or after the Effective Time, the stock transfer books of the Company will be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Common Shares (other than the Surviving Shares) that shares of Company Stock which 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, Parent or the Paying Agent for transfer, they will shall be cancelled canceled and exchanged for payment the consideration deliverable in the proper amount respect thereof pursuant to and subject to this Agreement in accordance with the requirements of procedures set forth in this Article II2.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 or Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment a check in the proper amount pursuant to and subject to in accordance with the requirements procedures of this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Company Common Shares (other than the Surviving Shares) that Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates (other than with respect to Surviving Shares) or Book Entry Shares are presented to the Surviving Corporation, Parent Company or the Paying Agent for transferany reason, they will shall be cancelled canceled and exchanged for payment as provided in the proper amount pursuant to and subject to the requirements of this Article II, except as otherwise provided by Law.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation or by book-entry of the Common Shares (Shares, other than the Surviving Shares) transfers that were outstanding immediately prior to occurred before the Effective Time. If, after the Effective Time, Certificates (other than with respect to Surviving Shares) or Book-Entry Shares are presented to the Surviving Corporation, Corporation or Parent or the Paying Agent for transferany reason, they will shall be cancelled and exchanged for payment a check in the proper amount pursuant to and subject to the requirements of this Article IIIII.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 TimeTime thereafter on the records of the Company. If, after the Effective Time, any Certificates (other than with respect to Surviving Shares) or Book-Entry Shares are presented to the Surviving Corporation, Parent Corporation or the Paying Agent for transferany reason, they will shall be cancelled marked canceled and exchanged for payment as provided in the proper amount pursuant to and subject to the requirements of this Article II.IV. (c)

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company 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 any Certificate or Book-Entry Share is presented to the Surviving Corporation, Parent or the Paying Agent for transfer, they will shall be cancelled marked “cancelled” and exchanged for a payment in the 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 will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Shares (other than the Surviving Shares) 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 (other than with respect to Surviving Shares) are presented to the Surviving Corporation, Parent Corporation or the Paying Agent for transferany reason, they will shall be cancelled canceled and exchanged for payment the Merger Consideration as provided in the 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 will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Company Common Shares (other than the Surviving Shares) that or Company Series A Preferred Shares which 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, Parent Corporation or the Paying Exchange Agent for transferany reason, they will shall be cancelled and exchanged for payment as provided in the proper amount pursuant to and subject to the requirements of this Article II, except as otherwise provided by law.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates (other than with respect to Surviving Shares) or Book-Entry Shares are presented to the Surviving Corporation, Parent or the Paying Agent for transfertransfer or any other reason, they will shall be cancelled and exchanged for payment as provided in the proper amount pursuant to and subject to the requirements of this Article II, except as otherwise provided by Law.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and thereafter, there will shall be no further registration of transfers of shares of Company Common Stock or Company Preferred Stock then outstanding on the stock transfer books records of the Surviving Corporation of the Common Shares (other than the Surviving Shares) that were outstanding immediately prior to the Effective TimeCompany. If, after the Effective Time, Certificates (other than with respect to Surviving Shares) are presented to the Surviving Corporation, Parent or Corporation after the Paying Agent for transfer, they will Effective Time shall be cancelled and exchanged for payment represent the right to receive the Common Merger Consideration or Preferred Merger Consideration, as applicable, as provided in the proper amount pursuant to Section 3.1 and subject to the requirements of in this Article IISection 3.3.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Shares (other than the Surviving Shares) Stock 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 or Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment a check in the proper amount pursuant to and subject to the requirements of this Article II.I.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Shares (other than the Surviving Shares) 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 (other than with respect to Surviving Shares) or Book-Entry Shares are presented to the Surviving Corporation, Corporation or Parent or the Paying Agent for transferany reason, they will shall be cancelled and exchanged for payment in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At As of the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 validly presented to the Surviving Corporation, Parent Corporation or the Paying Agent for transfertransfer or any other reason, they will shall be cancelled and exchanged for payment the Merger Consideration as provided in the 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 will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Shares (other than the Surviving Shares) Stock 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 or Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment a check in the proper amount pursuant to and subject to the requirements of this Article IIIII.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Shares (other than the Surviving Shares) Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates (other than with respect to Surviving Shares) are any Certificate or Book-Entry Share is presented to the Surviving Corporation, Parent or the Paying Agent Corporation for transfer, they will it shall be cancelled and exchanged for payment canceled against delivery of the Merger Consideration as provided in the proper amount pursuant to and subject to the requirements of this Article IISection 2.02.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 or Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment a check in the proper amount pursuant to and subject to the requirements of this Article IIIII.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of the Company Common Shares (other than the Surviving Shares) that Stock which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates (other than with respect to Surviving Shares) or Company Book-Entry Shares are presented to the Surviving Corporation, Parent or the Paying Agent for transferany reason, they will shall be cancelled and exchanged for payment as provided in the proper amount pursuant to and subject to the requirements of this Article II, except as otherwise provided by Law.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 or Parent or the Paying Agent for transfer, subject to compliance with the procedures in Section 2.2(b), they will shall be cancelled and exchanged for payment a check in the 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 will shall be closed, and there will shall 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 or Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment a check in the proper amount pursuant to and subject to the requirements of this Article II.I.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 before the Effective Time. If, after the Effective Time, Certificates (other than with respect to Surviving Shares) are presented to the Surviving Corporation, Corporation or Parent or the Paying Agent for transfer, they will the holder of Certificates shall be cancelled given a copy of the letter of transmittal referred to in Section 2.3(b) and exchanged for payment instructed to comply with the instructions in that letter of transmittal in order to receive the proper amount cash to which such holder is entitled pursuant to and subject to the requirements of this Article II2.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 TimeTime thereafter on the records of the Company. If, after the Effective Time, any Certificates (other than with respect to Surviving Shares) are presented to the Surviving Corporation, Parent Corporation or the Paying Agent for transferany reason, they will shall be cancelled marked canceled and exchanged for payment as provided in the proper amount pursuant to and subject to the requirements of this Article IIARTICLE IV.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall be no further registration of transfers on the stock transfer books of the Company or 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) or Book-Entry Shares are presented to the Surviving Corporation, Parent or the Paying Agent Corporation for transfer, they will shall be cancelled and exchanged for payment in the proper amount relevant Merger Consideration pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At the close of business on the day of the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 or Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment a check in the proper amount pursuant to and subject to the requirements of this Article II2.

Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company will be closed, and there will be no further registration of transfers on the stock transfer books (but not of the Surviving Corporation Corporation) will be closed and no transfer of the shares of Company Common Shares (other than the Surviving Shares) that were outstanding immediately prior to the Effective Timewill thereafter be made. If, after the Effective Time, Certificates (other than with respect to Surviving Shares) certificates formerly representing Company Common Shares are presented to the Surviving Corporation, Parent or the Paying Agent for transfer, they will be cancelled canceled and exchanged for payment in the proper amount pursuant to and subject to the requirements certificates representing shares of New Common Stock as set forth under this Agreement. Article II.V

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed, and there will shall 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 or Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment in the proper amount Merger Consideration 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 will shall be closed, closed and there will no transfer of Company Shares shall thereafter 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 Timemade. If, after the Effective Time, Certificates (other than with respect to Surviving Company Shares) , certificated and uncertificated, are presented to the Parent or the Surviving Corporation, Parent or the Paying Agent for transfer, they will shall be cancelled and exchanged for payment Initial Shares and the Parent Warrants, which shall be delivered to the presenting stockholder, and Escrow Shares, which shall be delivered to the Escrow Agent, in accordance with Section 1.8, subject to applicable law in the proper amount pursuant to and subject to the requirements case of this Article IIDissenting Shares.