Common use of Rights of Former Target Stockholders Clause in Contracts

Rights of Former Target Stockholders. 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 4.1, each Certificate theretofore representing shares of Target Common Stock (other than shares to be canceled pursuant to Section 3.3) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Sections 3.1 and 3.4 in exchange therefor, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which have been declared or made by Target in respect of such shares of Target Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. To the extent permitted by Law, former stockholders of record of Target shall be entitled to vote after the Effective Time at any meeting of Buyer stockholders the number of whole shares of Buyer Common Stock into which their respective shares of Target Common Stock are converted, regardless of whether such holders have exchanged their Certificates for certificates representing Buyer Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Buyer on the 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 beginning six months after the Effective Time no dividend or other distribution payable to the holders of record of Buyer Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any Certificate until such holder surrenders such Certificate for exchange as provided in Section 4.1. However, upon surrender of such Certificate, both the Buyer Common Stock certificate (together with all such undelivered dividends or other distributions without interest) and any undelivered dividends and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such Certificate.

Rights of Former Target Stockholders. 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 4.1, each Certificate theretofore representing shares of Target Common Stock (other than shares to be canceled pursuant to Section 3.3) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Sections 3.1 and 3.4 in exchange therefor, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which have been declared or made by Target in respect of such shares of Target Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. To the extent permitted by Law, former stockholders of record of Target TARGET shall be entitled to vote after the Effective Time at any meeting of Buyer PURCHASER stockholders the number of whole shares of Buyer PURCHASER Common Stock into which their respective shares of Target Common TARGET Preferred Stock are may have been converted, regardless of whether such holders have exchanged their Certificates certificate or certificates for TARGET Preferred Stock for certificates representing Buyer PURCHASER Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Buyer PURCHASER on the Buyer 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 of Buyer Common Stock issuable pursuant to this Agreement, but beginning six months after the Effective Time no dividend or other distribution payable to the holders of record of Buyer PURCHASER Common Stock as of any time subsequent to the Effective Time shall be delivered to the former holder of any Certificate TARGET Preferred Stock until such holder surrenders such Certificate holder's certificate or certificate which formerly represented such shares of TARGET Preferred Stock for exchange as provided in Section 4.13.2 hereof this Agreement. However, upon surrender of such Certificatethereof, both the Buyer PURCHASER Common Stock certificate (together with all such undelivered dividends or other distributions without interest) and any undelivered dividends Cash Consideration and cash payments payable hereunder to be paid for fractional share interests (all without interest) shall be delivered and paid with respect to each share represented by such Certificatecertificate.

Rights of Former Target Stockholders. 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 4.1, each Certificate or Uncertificated Share theretofore representing shares of Target Common Stock (other than shares to be canceled pursuant to Section 3.33.3 or as to which statutory dissenters’ rights have been perfected as provided in Section 3.4) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Sections 3.1 and 3.4 3.6 in exchange therefor, subject, however, to the Surviving Corporation's ’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which have been declared or made by Target in respect of such shares of Target Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. To the extent permitted by Law, former stockholders of record of Target shall be entitled to vote after the Effective Time at any meeting of Buyer stockholders the number of whole shares of Buyer Common Stock into which their respective shares of Target Common Stock are converted, regardless of whether such holders have exchanged their Certificates for certificates representing Buyer Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Buyer on the 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 beginning six months after the Effective Time no dividend or other distribution payable to the holders of record of Buyer Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any Certificate or Uncertificated Share until such holder surrenders such Certificate or Uncertificated Share for exchange as provided in Section 4.1. However, upon surrender of such CertificateCertificate or Uncertificated Share, both the Buyer Common Stock certificate (together with all such undelivered dividends or other distributions without interest) and any undelivered dividends and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such CertificateCertificate or Uncertificated Share. To the extent permitted by Law, former holders of record of shares of Target Common Stock shall be entitled to vote after the Effective Time at any meeting of Buyer stockholders the number of whole shares of Buyer Common Stock into which their respective shares of Target Common Stock are converted, regardless of whether such holders have exchanged their Certificates or Uncertificated Shares representing Target Common Stock for shares of Buyer Common Stock in accordance with the provisions of this Agreement; provided, that beginning 30 days after the Effective Time no such holder shall be entitled to vote on any matter until such holder surrenders such Certificate or Uncertificated Shares for exchange as provided in this Article 4.

Rights of Former Target Stockholders. 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 4.1, each Certificate theretofore representing shares of Target Common Stock (other than shares to be canceled pursuant to Section 3.3) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Sections 3.1 and 3.4 in exchange therefor, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which have been declared or made by Target in respect of such shares of Target Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. To the extent permitted by Law, former stockholders of record of Target TARGET shall be entitled to vote after the Effective Time at any meeting of Buyer PURCHASER stockholders the number of whole shares of Buyer 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 certificate or certificates for TARGET Common Stock for certificates representing Buyer PURCHASER Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Buyer PURCHASER on the Buyer 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 of Buyer Common Stock issuable pursuant to this Agreement, but beginning six months after the Effective Time no dividend or other distribution payable to the holders of record of Buyer PURCHASER Common Stock as of any time subsequent to the Effective Time shall be delivered to the former holder of any Certificate TARGET Common Stock until such holder surrenders such Certificate holder's certificate or certificate which formerly represented such shares of TARGET Common Stock for exchange as provided in Section 4.13.2 hereof this Agreement. However, upon surrender of such Certificatethereof, both the Buyer PURCHASER Common Stock certificate (together with all such undelivered dividends or other distributions without interest) and any undelivered dividends and cash payments payable hereunder to be paid for fractional share interests (all without interest) shall be delivered and paid with respect to each share represented by such Certificatecertificate.

Rights of Former Target Stockholders. 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 4.1, each Certificate theretofore representing shares of Target Common Stock (other than shares to be canceled pursuant to Section 3.3) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Sections 3.1 and 3.4 in exchange therefor, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which have been declared or made by Target in respect of such shares of Target Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. To the extent permitted by Law, former stockholders of record of Target shall be entitled to vote after the Effective Time at any meeting of Buyer stockholders the number of whole shares of Buyer Common Stock into which their respective shares of Target Common Stock are converted, regardless of whether such holders have exchanged their Certificates for certificates representing Buyer Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Buyer on the 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 beginning six months after the Effective Time no dividend or other distribution payable to the holders of record of Buyer Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any Certificate until such holder surrenders such Certificate for exchange as provided in Section 4.1. However, upon surrender of such Certificate, both the Buyer Common Stock certificate (together with all such undelivered dividends or other distributions without interest) and any undelivered dividends and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such Certificate.. ARTICLE 5