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 no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.10 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 shall be no further registration of transfers on the stock transfer books of Company the Surviving Corporation of the Shares shall thereafter be madethat were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange AgentAgent for any reason, they shall be cancelled canceled and exchanged for Initial Shares and, if applicable, Additional Shares as provided in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of Dissenting Sharesthis Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled canceled and exchanged for Initial Shares and, if applicable, Additional Merger Shares in accordance with Section 1.5, subject to Section 1.10 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 no transfer of shares of Company Shares Common Stock shall thereafter be mademade thereafter. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of Dissenting Shares.the

Closing of Transfer Books. At the Effective Time, the stock transfer books of the each Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are any Company Certificate is presented to the Buyer, the Surviving Corporation Parent or the Exchange Agentapplicable Surviving Corporation, they it shall be cancelled and exchanged for Initial Shares andwhich shall be delivered to the surrendering stockholder, if applicableand Escrow Shares, Additional Shares which shall be delivered to the Escrow Agent, in accordance with Section 1.51.8, subject to Section 1.10 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares and cash payments in accordance with Section 1.51.5(a), subject to Section 1.10 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.10 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, Buyer or the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.10 1.9 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.51.5(a), subject to Section 1.10 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, Sections 1.5(a) and 1.5(b) (subject to Section 1.10 1.9) and subject 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares the Merger Consideration in accordance with Section 1.5, herewith (subject to Section 1.10 1.9) and subject 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates formerly representing Company Shares are presented to the Buyer, Buyer or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares the Merger Consideration in accordance with Section 1.5, subject to Section 1.10 1.11 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates and other Securities Documentation formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to the Buyer, Buyer or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares the Merger Consideration in accordance with Section 1.5, subject to Section 1.10 1.11 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled canceled and exchanged for Initial Shares and, if applicable, Additional Shares cash in accordance with Section 1.5, subject to Section 1.10 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, Buyer or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section Sections 1.9, 1.10 and 1.11 and to applicable law in the case of Dissenting Shares.

Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of the Company Shares Stock shall thereafter be made. If, after the Effective Time, any Company Certificates are presented to the Buyer, the Surviving Corporation or the Exchange AgentHRT, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares Merger Consideration in accordance with Section 1.5, subject to Section 1.10 and to applicable law the procedures set forth in the case of Dissenting Shares.this Article I.

Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of any capital stock of the Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates representing any shares of such capital stock are presented to the Buyer, the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares the Merger consideration specified in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of Dissenting Shares1.06.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Common Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, Buyer or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled canceled and exchanged for Initial Shares and, if applicable, Additional Shares shares of Buyer Common Stock in accordance with Section 1.5, subject to Section 1.10 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 shall be no further registration of transfers on the transfer books of the Surviving Company Shares shall thereafter be madeof the 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 Buyer, the Surviving Corporation Company or the Exchange AgentPaying Agent for any reason, they shall be cancelled canceled and exchanged for Initial Shares andas provided in this ARTICLE II, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of Dissenting Sharesexcept as otherwise provided by Law.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates formerly representing Company Shares are presented to the Buyer, Buyer or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares the Merger Consideration in accordance with Section 1.5, subject to Section 1.10 1.9 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 and no transfer of shares of Company Shares Common Stock or Company Preferred Stock shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, Buyer or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.10 1.11 and to applicable California law in the case of Dissenting Shares.

Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares Common Stock shall thereafter be made. If, From and after the Effective Time, the holders of Certificates are presented evidencing ownership of Outstanding Shares immediately prior to the BuyerEffective Time shall cease to have any rights with respect to such Outstanding Shares, the Surviving Corporation except as otherwise provided for herein or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.10 and to by applicable law in the case of Dissenting Shareslaw.

Closing of Transfer Books. At the Effective Time, the stock transfer ------------------------- books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled canceled and exchanged for Initial Shares and, if applicable, Additional Merger Shares in accordance with Section 1.51.5(a), subject to Section 1.10 1.7 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, Buyer or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.10 1.8 and to applicable law in the case of Dissenting Shares.

Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares Common Stock shall thereafter be made. If, From and after the Effective Time, the holders of Certificates are presented evidencing ownership of Outstanding Shares immediately prior to the BuyerEffective Time shall cease to have any rights with respect to such Outstanding Shares, the Surviving Corporation except as otherwise provided for herein or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of Dissenting Sharesby Applicable Law.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Common Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.10 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares andAdjusted Merger Shares, Cash Consideration, if applicableany, Additional Shares and Preferred Cash Consideration in accordance with Section 1.5, subject to Section 1.10 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates Company Shares, certificated and uncertificated, are presented to the Buyer, Parent or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares andand the Parent Warrants, if applicablewhich shall be delivered to the presenting stockholder, Additional Shares and Escrow Shares, which shall be delivered to the Escrow Agent, in accordance with Section 1.51.8, subject to Section 1.10 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 no transfer of shares of Common Stock of the Company Shares shall thereafter be made. If, after the Effective Time, Certificates certificates previously representing shares of Common Stock are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they as defined below, such certificates shall be cancelled canceled and exchanged for Initial Shares and, if applicable, Additional Shares the Merger Consideration as provided in accordance with Section 1.52.1, subject to Section 1.10 and to applicable law in the case of Dissenting SharesStock.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, Buyer or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares the Merger Consideration in accordance with Section 1.5, subject to Section 1.10 1.9 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, Buyer or the Surviving Corporation or the Exchange AgentCorporation, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares Per Share Consideration in accordance with Section 1.5, subject to Section 1.10 1.11 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Cash Consideration and Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.10 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the BuyerEntrust, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.10 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 and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of Dissenting Shares.