Common use of Stock Transfer Books Clause in Contracts

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Shares or Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, or in the case of Certificates, the Shares evidenced thereby, except as otherwise provided in this Agreement or by applicable Law. On or after the Effective Time, any Certificates presented to the Paying Agent Agent, the Surviving Corporation or Merger Co Parent for any reason shall be cancelled canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a3.01(a).

Stock 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 of Shares thereafter on the records of the Company. From and after the Effective Time, the holders Company other than to reflect transfers of Certificates representing Shares outstanding immediately shares effected on or prior to the date on which the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Lawoccurs. On or At and after the Effective Time, any Certificates presented to the Paying Agent or Merger Co the Surviving Corporation for any reason shall be cancelled against delivery of converted into the Merger Consideration applicable to which the holders thereof are entitled pursuant to Section 2.01(a)Shares evidenced thereby.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares Company Capital Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares Company Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Capital Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co BCAC for any reason shall be cancelled against delivery of converted into the Per Share Merger Consideration to which in accordance with the holders thereof are entitled pursuant to provisions of Section 2.01(a3.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company Seller shall be closed and there shall be no further registration of transfers of Shares shares of the Seller Common Stock thereafter on the records of the CompanySeller. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co the Company for any reason shall be cancelled against delivery converted into the Per Share Consideration in accordance with this Article I, subject to applicable Law in the case of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Dissenting Shares.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing certificates evidencing ownership of Shares of the Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Associated for any reason shall be cancelled against delivery converted into shares of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).Associated Common Stock and if applicable cash in accordance with this Article I.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration with respect to the Shares formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.5.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares or Preferred Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares and Preferred Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares and Preferred Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a3.03(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Lawshares. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co the Acquiror for any reason shall be cancelled against delivery converted into shares of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).Acquiror Common Stock and cash in lieu of fractional shares in accordance with this Article I.

Stock Transfer Books. At the Effective Time, the stock -------------------- transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Common Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed with respect to Shares outstanding immediately prior to the Effective Time and there shall be no further registration of transfers of such Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Merger Agreement or by applicable Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed and there shall will be no further registration of transfers of Company Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall will cease to have any rights with respect to such Company Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, subject to, with respect to the relevant holders of Company Shares, their delivery of the Certificates required by Section 2.2 of this Agreement, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall will be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Delivered Items.

Stock Transfer Books. At As of the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the CompanyCompany or the Surviving Corporation. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesShares represented thereby, except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates duly presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery converted into the amount of the Merger Consideration cash to which the holders thereof are entitled pursuant to Section 2.01(a)this Article II.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed (after giving effect to the items contemplated by this Article 3) and thereafter, there shall be no further registration of transfers of Shares thereafter shares of Company Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares of Company Common Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Consideration.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates Shares presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.05) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.03.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates Company Certificate presented to the Paying Exchange Agent or Merger Co Purchaser for any reason shall be cancelled against delivery of converted into the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby, any cash in lieu of fractional shares of Purchaser Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.3.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company with respect to all shares of capital stock of the Company shall be closed and there shall be no further registration of transfers of Shares such shares of capital stock shall thereafter be made on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, if any Certificates for shares of Capital Stock (excluding any shares described in Sections 2.1(c) and (d)) are presented to the Paying Agent Exchange Agent, the Surviving Corporation or Merger Co Acquiror for any reason reason, such Certificates shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)canceled and exchanged as provided in this Article II, except as otherwise provided by law.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Company Certificates presented to the Paying Exchange Agent or Merger Co Purchaser for any reason shall be cancelled against delivery of converted into the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby, any cash in lieu of fractional shares of Purchaser Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.3.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Company Shares thereafter on the records of the CompanyCompany or the Surviving Corporation. From and after the Effective Time, the holders of Certificates representing Company Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent Exchange Agent, the Surviving Corporation or Merger Co Parent for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)canceled and exchanged as provided in this Article II.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter Company Common Stock and TARP Preferred Stock that were outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Common Stock or TARP Preferred Stock, as applicable, except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)and exchanged as provided in this Article 2.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of exchanged for the Merger Consideration Consideration, and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.01(a2.02(c).

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent (in its capacity as Exchange Agent) or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration with respect to the Shares formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.5 and the Certificates so presented shall be cancelled.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing certificates evidencing ownership of Shares of the Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Associated for any reason shall be cancelled against delivery converted into Cash Consideration and/or shares of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).Associated Common Stock in accordance with this Article I.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall shall, subject to Section 2.8, be cancelled against delivery of converted into the Merger Consideration with respect to the Shares formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.5.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company FFC shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the CompanyFFC. From and after the Effective Time, the holders of Certificates representing certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Associated for any reason shall be cancelled against delivery converted into shares of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).Associated Common Stock in accordance with this Article I.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co the Surviving Corporation for any reason shall be cancelled against delivery of converted into the Merger Consideration with respect to the Shares formerly represented thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a2.2(e)) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.2(c).

Stock 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 of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Lawapplicable law. On Any Certificates presented to the Exchange Agent or the Surviving Corporation for any reason at or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason Time shall be cancelled against delivery of canceled and exchanged for the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)the terms in this Article III.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the CompanyCompany or the Surviving Corporation. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, the Shares represented thereby except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates duly presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery converted into the amount of the Merger Consideration cash to which the holders thereof are entitled pursuant to Section 2.01(a)this Article II.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed (after giving effect to the exchange of Certificates described in Section 3.2.2) and thereafter, there shall be no further registration of transfers of Shares thereafter shares of Company Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares of Company Common Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of represent the right to receive the Merger Consideration to which the holders payable in respect thereof are entitled pursuant to Section 2.01(a)as provided herein.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and thereafter, there shall be no further registration of transfers of Shares thereafter shares of Company Common Stock then outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares of Company Common Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)in accordance with this Article 2.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery canceled and converted in accordance with the terms of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)this Article III.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by applicable Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled canceled against delivery of the Merger Consideration cash to which the holders thereof are entitled pursuant to Section 2.01(a)2.01.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed (after giving effect to the items contemplated by this Article 4) and thereafter, there shall be no further registration of transfers of Shares thereafter theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Consideration.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery converted into the amount of the Per Share Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)2.01.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Common Stock, except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)converted into cash as provided herein.

Stock Transfer Books. At Subject to Section 2.9, at the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Consideration.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Law (as defined in Section 2.01(a3.05).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, the Merger Consideration delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders Surviving Company of Certificates representing Shares which were outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesTime. If, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates are presented to the Paying Agent or Merger Co Surviving Company for any reason reason, they shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).canceled and exchanged as provided in this Article I.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares that were outstanding immediately prior to the Effective Time thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co BioSante for any reason shall be cancelled against delivery canceled and converted in accordance with the terms of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)this Article III.

Stock 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 of Shares thereafter on the records of the Company. From and after the Effective Time, the holders Company other than to reflect transfers of Certificates representing Shares outstanding immediately effected on or prior to the date on which and the time at which the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Lawoccurs. On or At and after the Effective Time, any Certificates presented to the Paying Agent or Merger Co the Surviving Corporation for any reason shall be cancelled against delivery of converted into the Merger Consideration applicable to which the holders thereof are entitled pursuant to Section 2.01(a)Shares evidenced thereby.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be no any further registration of transfers of Shares any shares of capital stock thereafter on the records of the Company. From and If, after the Effective Time, Certificates are presented to the holders Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 2. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate or Certificates representing Shares outstanding which immediately prior to before the Effective Time shall cease to have any rights with respect to such represented outstanding Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Fairfax for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Consideration, without interest thereon.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On At or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares Company Common Stock or Company Preferred Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares such shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)applicable laws.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of Shares thereafter shares of Company Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares of Company Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Exchange Consideration.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery converted into the Share Exchange Consideration with respect to the Shares formerly represented thereby, any cash in lieu of the Merger Consideration fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.5.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Company Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Company Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Common Stock or Company Preferred Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co SMMC for any reason shall be cancelled against delivery converted into the Per Share Stock Consideration or Per Share Cash Consideration, as applicable, in accordance with the provisions of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)3.01.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed closed, and thereafter, there shall be no further registration of transfers of Shares thereafter shares of Company Common Stock then outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares of Company Common Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Manpower for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)in accordance with this Article 2.

Stock Transfer Books. At the Effective Time, the stock -------------------- transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of Shares thereafter shares of Company Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares of Company Common Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent Exchange Agent, Parent or Merger Co the Surviving Corporation for any reason transfer, shall be cancelled against delivery of canceled and exchanged for the Merger Consideration cash amount in immediately available funds to which the holders thereof are holder of the Certificate is entitled pursuant to Section 2.01(a)this Article 2.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares or Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares or Book-Entry Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to and exchanged as provided in Section 2.01(a)2.02.

Stock Transfer Books. At After the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares thereafter on the records shares of the CompanyCompany Common Stock. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Common Stock, except as otherwise provided in this Agreement herein or by Lawany Laws. On or If, after the Effective Time, any Certificates are presented to the Paying Agent or Merger Co for any reason Surviving Corporation, they shall be cancelled against delivery of canceled and exchanged for the Merger Consideration to which Per Share Amount provided for, and in accordance with, the holders thereof are entitled pursuant to Section 2.01(a)procedures set forth in this Article.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery converted into the Share Consideration with respect to the Shares formerly represented thereby, any cash in lieu of the Merger Consideration fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.5 and the Certificates so presented shall be cancelled.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares Company Common Stock or Restricted Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Common Stock or Restricted Stock, as the case may be, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates properly presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery and converted in accordance with the terms of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)this Article IV.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Company Share Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(aLaw (as hereinafter defined).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates Company Options or certificates representing Shares shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Options or shares of Company Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of Shares thereafter shares of Company Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares of Company Common Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Consideration.

Stock Transfer Books. At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a3.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter that were outstanding immediately prior to the Effective Time on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of and exchanged for the Merger Consideration with respect to the Shares formerly represented by such Certificates or Book-Entry Shares to which the holders thereof are entitled pursuant to Section 2.01(a3.01(a).

Stock Transfer Books. At As of the Effective Time, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers of the Shares thereafter on the records of the CompanyCompany or the Surviving Corporation. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesthe Shares represented thereby, except as otherwise provided in this Agreement herein or by applicable Law. On or after the Effective Time, any Certificates duly presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to exchanged as provided in Section 2.01(a3.2(b).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Eligible Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares, except as otherwise provided in this Agreement or by Law. On At or after the Effective Time, any Certificates presented to the Paying Agent Surviving Corporation or Merger Co Parent for any reason shall be cancelled canceled against delivery of the Merger Consideration payments to which the holders thereof are entitled pursuant to Section 2.01(a)this Article II.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates Company Options or certificates representing Shares shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Options or shares of Company Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co DCRC for any reason shall be cancelled against delivery of converted into the Per Share Merger Consideration to which in accordance with the holders thereof are entitled pursuant to Section 2.01(a)provisions hereof.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Switchback for any reason shall be cancelled against delivery of converted into the applicable Per Share Merger Consideration to which in accordance with the holders thereof are entitled pursuant to provisions of Section 2.01(a)3.01 and Section 3.03, as applicable.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co the Surviving Corporation for any reason shall be cancelled canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a), subject to the provisions of Section 2.02.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Common Stock, except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the applicable Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)and Additional Payments, if any.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of Shares thereafter shares of Company Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares of Company Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent Company or Merger Co Parent for any reason shall be cancelled against delivery converted into a portion of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)except as otherwise provided herein or by Law.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company Holdings shall be closed closed, and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders Holdings other than to reflect transfers of Certificates representing Shares outstanding immediately effected on or prior to the date on which and the time at which the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Lawoccurs. On or At and after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Surviving Corporation for any reason shall be cancelled against delivery of converted into the Merger Consideration applicable to which the holders thereof are entitled pursuant to Section 2.01(a)Shares evidenced thereby.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co the Surviving Corporation for any reason shall be cancelled canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock 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 of Company Stock that are Excluded Shares immediately prior to the Effective Time thereafter on the records of the Company. From and after the Effective Time, the holders of Any Certificates representing Excluded Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co the Surviving Corporation for any reason at or after the Effective Time shall be cancelled against delivery of canceled and exchanged for the Merger Cash Consideration to which the holders thereof are entitled pursuant to the terms in this Article II. Dissenting Shares shall be treated as provided in Section 2.01(a)2.01.

Stock 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 of Company Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Company Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At As of the Effective Time, the stock transfer books of the Company shall be closed and there shall not be no any further registration of transfers of Shares shares of Company Capital Stock thereafter on the records of the Company. From and If, after the Effective Time, the holders certificates for shares of Certificates representing Shares outstanding immediately prior Outstanding Capital Stock (“Company Stock Certificates”) are presented to the Effective Time Surviving Corporation, they shall cease to have any rights be canceled and exchanged for the Merger Consideration, if any, payable with respect to such Shares, except shares as otherwise provided for in this Agreement Section 1.5. No interest shall accrue or by Law. On or after the Effective Time, be paid on any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which payable upon the holders thereof are entitled pursuant to Section 2.01(a)surrender of a Company Stock Certificate or the transfer of a Company Book Entry Share.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares thereafter on the records stock transfer books of the CompanySurviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement or by Lawherein. On or If, after the Effective Time, any Certificates are presented to the Paying Surviving Corporation or the Exchange Agent or Merger Co for any reason reason, they shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)canceled and exchanged as provided in this ARTICLE III.

Stock Transfer Books. At the Effective Time, the stock -------------------- transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates Company Options or certificates representing Shares shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Options or shares of Company Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the -------------------- stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed and there shall will be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares shares of Company Common Stock outstanding immediately prior to the Effective Time shall will cease to have any rights with respect to such Sharesshares of Company Common Stock, except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall will be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).Consideration, any cash in lieu of fractional shares of Parent

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Company Shares issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Company Shares except as otherwise provided in this Agreement or by applicable Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Spartan for any reason shall be cancelled against delivery of converted into the applicable Per Share Merger Consideration to which in accordance with the holders thereof are entitled pursuant to provisions of Section 2.01(a)3.01.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshare of Company Common Stock, except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the applicable Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)and Additional Payments, if any.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Lawlaw. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co the Acquiror for any reason shall be cancelled against delivery of the Merger Consideration converted into a right to which the holders thereof are entitled pursuant to Section 2.01(a).receive cash in accordance with this Article I.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares such shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)applicable laws.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be he no further registration of transfers of Shares Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed (after giving effect to the items contemplated by this Article II) and thereafter there shall be no further registration of transfers of Shares thereafter outstanding immediately prior to the Effective Time on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except to receive the Merger Consideration therefor and as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares Company Capital Stock or Company Share Awards thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares Company Capital Stock or Company Share Awards outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Capital Stock or Company Share Awards, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co GAMC for any reason shall be cancelled against delivery converted into the Transaction Consideration in accordance with the provisions of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)3.01.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company with respect to all Equity Securities of the Company shall be closed and there shall be no further registration of transfers of Shares such Equity Securities shall thereafter be made on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates certificates for shares of Company Stock (other than any Excluded Shares or Dissenting Shares) presented to the Paying Agent Stockholder Representative, the Surviving Corporation or Merger Co Parent for any reason shall be cancelled against delivery of represent only the Merger Consideration right to which receive the holders thereof are entitled pursuant Applicable Share Amount payable in accordance with this Article II, subject to Section 2.01(a)the Applicable Reductions.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Lawlaw. On or Each Certificate presented to the Company for transfer after the Effective Time, any Certificates presented Time shall represent only the right of the transferee to receive the Per Share Amount allocable to the Paying Agent or Merger Co for Shares represented by any reason shall be cancelled against delivery of Certificate so presented, in the Merger Consideration to which amounts, at the holders thereof are entitled pursuant to Section 2.01(a)times, and upon the conditions set forth in this Agreement.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Common Stock, except as otherwise provided in this Agreement or by LawAgreement. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co Acquiror for any reason shall be cancelled canceled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a2.1(c).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Sharesshares of Company Stock formerly represented thereby, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares or Warrants thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent Exchange Agent, the Surviving Corporation or Merger Co Parent for any reason shall be cancelled against delivery converted into the consideration payable with respect to the Shares formerly represented thereby, any cash in lieu of the Merger Consideration fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.01(a)2.12 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.10.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares Company Capital Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares Company Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesCompany Capital Stock, except as otherwise provided in this Agreement or by applicable Law. On or after the Effective Time, any Certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration to which in accordance with the holders thereof are entitled pursuant to provisions of Section 2.01(a)3.01.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective TimeCompany other than transfers to reflect, the holders of Certificates representing Shares outstanding immediately in accordance with customary settlement procedures, trades effected prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by LawTime. On or after the Effective Time, any Certificates Book-Entry Shares presented to the Paying Agent or Merger Co Parent for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a3.01(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after Company other than to settle transfers of Shares that occurred prior the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co the Surviving Corporation for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

Stock Transfer Books. At Subject to Section 2.9, at the Effective -------------------- Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates certificates presented to the Paying Exchange Agent or Merger Co Parent for any reason shall be cancelled against delivery of converted into the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Consideration.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares Company Capital Stock thereafter on the records of the Company. From and after the Effective Time, the holders of such Certificates representing Shares such shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Paying Agent or Merger Co for any reason shall be cancelled against delivery of the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a)applicable Laws.