Common use of Rights of Former Target Shareholders Clause in Contracts

Rights of Former Target Shareholders. At the Effective Time, the stock transfer books of Target shall be closed as to holders of Target Common Stock immediately prior to the Effective Time, and no transfer of Target Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 3.2 of this Agreement, each Old Certificate (other than shares to be canceled pursuant to Section 3.1(j) of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 3.1 of this Agreement in exchange therefor. To the extent permitted by Law, former shareholders of record of Target shall be entitled to vote after the Effective Time at any meeting of shareholders of Purchaser the number of whole shares of Purchaser Common Stock into which their respective shares of Target Common Stock are converted, regardless of whether such holders have exchanged their certificates representing Target Common Stock for certificates representing Purchaser Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Purchaser on the Purchaser Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Purchaser Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Target Common Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section 3.2 of this Agreement. However, upon surrender of such Target Common Stock certificate, the Purchaser Common Stock certificate (together with all such undelivered dividends or other distributions without interest), the Cash Consideration (without interest) and any undelivered cash payments to be paid for fractional share interests (without interest) shall be delivered and paid with respect to each share represented by such certificate.

Rights of Former Target Shareholders. At the Effective Time, the ------------------------------------ stock transfer books of Target TARGET shall be closed as to holders of Target TARGET Common Stock immediately prior to the Effective Time, Time and no transfer of Target TARGET Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 3.2 of this Agreement, each Old Certificate (other than shares to be canceled pursuant to Section 3.1(j3.1(d) of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 3.1 of this Agreement in exchange therefor. To the extent permitted by Law, former shareholders of record of Target TARGET shall be entitled to vote after the Effective Time at any meeting of shareholders of Purchaser PURCHASER the number of whole shares of Purchaser PURCHASER Common Stock into which their respective shares of Target TARGET Common Stock are converted, regardless of whether such holders have exchanged their certificates representing Target TARGET Common Stock for certificates representing Purchaser PURCHASER Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Purchaser PURCHASER on the Purchaser PURCHASER Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Purchaser PURCHASER Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Target TARGET Common Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section 3.2 of this Agreement. However, upon surrender of such Target TARGET Common Stock certificate, both the Purchaser PURCHASER Common Stock certificate (together with all such undelivered dividends or other distributions without interest), the Cash Consideration (without interest) and any undelivered cash payments to be paid for fractional share interests (without interest) shall be delivered and paid with respect to each share represented by such certificate.

Rights of Former Target Shareholders. At the Effective Time, the stock transfer books of Target shall be closed as to holders of Target Common Stock immediately prior to the Effective Time, Time and no transfer of Target Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 3.2 of this Agreement3.1, each Old Certificate and Book-Entry Share theretofore representing shares of Target Common Stock (other than shares to be canceled pursuant to Section 3.1(j) of this Agreement2.3) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 3.1 of this Agreement Sections 2.1 and 2.5 in exchange therefor. To , subject, however, to the extent permitted by Law, former shareholders of Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record of Target shall be entitled date prior to vote after the Effective Time at any meeting which have been declared or made by Target in respect of shareholders of Purchaser the number of whole shares of Purchaser Common Stock into which their respective such shares of Target Common Stock are converted, regardless of whether such holders have exchanged their certificates representing Target Common Stock for certificates representing Purchaser Common Stock in accordance with the provisions terms of this AgreementAgreement and which remain unpaid at the Effective Time. Whenever a dividend or other distribution is declared by Purchaser Buyer on the Purchaser Buyer Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of Buyer Common Stock issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Purchaser Buyer Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Target Common Stock issued and outstanding at the Effective Time Certificate or Book-Entry Share until such holder surrenders such certificate Certificate or Book-Entry Share for exchange as provided in Section 3.2 of this Agreement3.1. However, upon surrender of such Target Common Stock certificateCertificate or Book-Entry Share, both the Purchaser Buyer Common Stock certificate (together with all such undelivered dividends or other distributions without interest), the Cash Consideration (without interest) and any undelivered dividends and cash payments to be paid for fractional share interests payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such certificateCertificate or Book-Entry Share.

Rights of Former Target Shareholders. (a) At the Effective Time, the stock transfer books of Target shall be closed as to holders of Target Common Stock immediately prior to the Effective Time, Time and no transfer of Target Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 3.2 of this Agreement3.1, each Old Certificate and Book-Entry Share theretofore representing shares of Target Common Stock (other than shares to be canceled pursuant to Section 3.1(j) of this Agreement2.3) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 3.1 of this Agreement Sections 2.1 and 2.5 in exchange therefor. To , subject, however, to the extent permitted by Law, former shareholders of Buyer’s obligation to pay any dividends or make any other distributions with a record of Target shall be entitled date prior to vote after the Effective Time at any meeting which have been declared or made by Target in respect of shareholders of Purchaser the number of whole shares of Purchaser Common Stock into which their respective such shares of Target Common Stock are converted, regardless of whether such holders have exchanged their certificates representing Target Common Stock for certificates representing Purchaser Common Stock in accordance with the provisions terms of this AgreementAgreement and which remain unpaid at the Effective Time. Whenever a dividend or other distribution is declared by Purchaser Buyer on the Purchaser Buyer Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of Buyer Common Stock issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Purchaser Buyer Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Target Common Stock issued and outstanding at the Effective Time Certificate or Book-Entry Share until such holder surrenders such certificate Certificate or Book-Entry Share for exchange as provided in Section 3.2 of this Agreement3.1. However, upon surrender of such Target Common Stock certificateCertificate or Book-Entry Share, both the Purchaser Buyer Common Stock certificate (together with all such undelivered dividends or other distributions without interest), the Cash Consideration (without interest) and any undelivered dividends and cash payments to be paid for fractional share interests payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such certificateCertificate or Book-Entry Share.

Rights of Former Target Shareholders. At the Effective Time, ------------------------------------ the stock transfer books of Target TARGET shall be closed as to holders of Target TARGET Common Stock immediately prior to the Effective Time, and no transfer of Target TARGET Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 3.2 of this Agreement, each Old Certificate (other than shares to be canceled pursuant to Section 3.1(j3.1(d) of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 3.1 of this Agreement in exchange therefor. To the extent permitted by Law, former shareholders of record of Target TARGET shall be entitled to vote after the Effective Time at any meeting of shareholders of Purchaser PURCHASER the number of whole shares of Purchaser PURCHASER Common Stock into which their respective shares of Target TARGET Common Stock are converted, regardless of whether such holders have exchanged their certificates representing Target TARGET Common Stock for certificates representing Purchaser PURCHASER Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Purchaser PURCHASER on the Purchaser PURCHASER Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Purchaser PURCHASER Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Target TARGET Common Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section 3.2 of this Agreement. However, upon surrender of such Target TARGET Common Stock certificate, the Purchaser PURCHASER Common Stock certificate (together with all such undelivered dividends or other distributions without interest), the Cash Consideration (without interest) and any undelivered cash payments to be paid for fractional share interests (without interest) shall be delivered and paid with respect to each share represented by such certificate.

Rights of Former Target Shareholders. At the Effective Time, the ------------------------------------ stock transfer books of Target TARGET shall be closed as to holders of Target TARGET Common Stock immediately prior to the Effective Time, Time and no transfer of Target TARGET Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 3.2 of this Agreement, each Old Certificate (other than shares to be canceled pursuant to Section 3.1(j3.1(f) of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 3.1 of this Agreement in exchange therefor. To the extent permitted by Law, former shareholders of record of Target TARGET shall be entitled to vote after the Effective Time at any meeting of PURCHASER shareholders of Purchaser the number of whole shares of Purchaser PURCHASER Common Stock into which their respective shares of Target TARGET Common Stock are converted, regardless of whether such holders have exchanged their certificates representing Target TARGET Common Stock for certificates representing Purchaser PURCHASER Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Purchaser PURCHASER on the Purchaser PURCHASER Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Purchaser PURCHASER Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Target TARGET Common Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section 3.2 of this Agreement. However, upon surrender of such Target TARGET Common Stock certificate, both the Purchaser PURCHASER Common Stock certificate (together with all such undelivered dividends or other distributions without interest), the Cash Consideration (without interest) and any undelivered cash payments to be paid for fractional share interests (without interest) shall be delivered and paid with respect to each share represented by such certificate.

Rights of Former Target Shareholders. (a) At the Effective Time, the stock transfer books of Target TARGET shall be closed as to holders of Target TARGET Common Stock immediately prior to the Effective Time, Time and no transfer of Target TARGET Common Stock by any such holder shall thereafter be made or recognized. Until surrendered From the Effective Time until surrender for exchange in accordance with the provisions of Section 3.2 of this Agreementhereof, each Old Certificate (other than shares to be canceled cancelled pursuant to Section 3.1(j3.1(c) of this Agreementhereof) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 3.1 of this Agreement in exchange thereforhereof. To the extent permitted by Law, former shareholders of record of Target TARGET shall be entitled to vote after the Effective Time at any meeting of PURCHASER shareholders of Purchaser the number of whole shares of Purchaser PURCHASER Common Stock into which their respective shares of Target TARGET Common Stock are may have been converted, regardless of whether such holders have exchanged their certificates representing Target Common Stock Old Certificates for certificates representing Purchaser PURCHASER Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Purchaser PURCHASER on the Purchaser PURCHASER Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Purchaser PURCHASER Common Stock as of any time subsequent to the Effective Time shall be delivered to the former holder of any certificate representing shares of Target TARGET Common Stock issued and outstanding at the Effective Time until such holder surrenders such certificate holder's Old Certificates for exchange as provided in Section 3.2 of this Agreementhereof. However, upon surrender of such Target Common Stock certificatethereof, both the Purchaser PURCHASER Common Stock certificate (together with all such undelivered dividends or other distributions without interest), the Cash Consideration (without interest) and any undelivered Cash Consideration and cash payments to be paid for fractional share interests (all without interest) shall be delivered and paid with respect to each share represented by such certificate.

Rights of Former Target Shareholders. At the Effective --------------------------------------- Time, the stock transfer books of Target shall be closed as to holders of Target Common Stock immediately prior to the Effective Time, and no transfer of Target Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 3.2 of this Agreement, each Old Certificate (other than shares to be canceled pursuant to Section 3.1(j) of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 3.1 of this Agreement in exchange therefor. To the extent permitted by Law, former shareholders of record of Target shall be entitled to vote after the Effective Time at any meeting of shareholders of Purchaser the number of whole shares of Purchaser Common Stock into which their respective shares of Target Common Stock are converted, regardless of whether such holders have exchanged their certificates representing Target Common Stock for certificates representing Purchaser Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Purchaser on the Purchaser Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Purchaser Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Target Common Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section 3.2 of this Agreement. However, upon surrender of such Target Common Stock certificate, the Purchaser Common Stock certificate (together with all such undelivered dividends or other distributions without interest), the Cash Consideration (without interest) and any undelivered cash payments to be paid for fractional share interests (without interest) shall be delivered and paid with respect to each share represented by such certificate.