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 thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Company Common Stock previously represented by such Certificates, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c), in each case without any interest thereon.

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 of Company Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Company Common Stock previously represented by such Certificates, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c), in each case without any interest thereon.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding thereafter on the records of the Company. From and At or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the right to receive the Merger Consideration payable in with respect of to the shares of Company Common Stock previously formerly represented by such Certificates, thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled to pursuant to Section 2.1(e) 2.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c2.3), in each case without any interest thereon.

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 of Company Common Stock theretofore outstanding thereafter on the records of the Company. From and On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Exchange Agent or Parent for any reason shall be converted into cancelled and exchanged for the Merger Consideration payable in with respect of to the shares of Company Common Stock previously formerly represented by such CertificatesCertificates or Book-Entry Shares to which the holders thereof are entitled pursuant to Section 2.04(a), any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof of such Certificates or Book-Entry Shares are entitled pursuant to Section 2.1(e3.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c3.02(c), in each case without any interest thereon.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time, and thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding thereafter on the records of the Company. From and On or after the Effective Time, any Company Certificates presented to the Exchange Agent Agent, Buyer or Parent the Surviving Corporation for any reason shall be converted into the right to receive Merger Consideration payable in with respect of to the shares of Company Common Stock previously formerly represented by such Certificates, thereby (including any cash in lieu of fractional shares of Parent Buyer Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e) 3.8 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c3.6), in each case without any interest thereon.

Stock Transfer Books. At the close of business on the day on which the Effective TimeTime occurs, the stock transfer books of the Company shall be closed closed, and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock theretofore that were outstanding on immediately prior to the records of the CompanyEffective Time. From and If, after the Effective Time, any Certificates are presented to the Exchange Surviving Corporation or the Paying Agent for transfer or Parent for any reason other reason, they shall be converted into the Merger Consideration payable in respect of the shares of Company Common Stock previously represented by such Certificates, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e) Certificates and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c3.1(g), in each case without any interest thereon.

Stock Transfer Books. At The stock transfer books of Company shall be closed immediately upon 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 of Company Common Stock theretofore outstanding thereafter on the records of the Company. From and On or after the Effective Time, any Company Certificates presented to the Exchange Agent Agent, Parent or Parent the Surviving Entity for any reason shall be converted into the right to receive the Merger Consideration payable in with respect of to the shares of Company Common Stock previously formerly represented by such Certificates, thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e) 3.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c3.5), in each case without any interest thereon.. ARTICLE IV

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding thereafter on the records of the Company. From and after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be cancelled and converted into the right to receive the Merger Consideration payable in with respect of to the shares of Company Common Stock previously formerly represented by such Certificates, thereby (including any cash in lieu of fractional shares of Parent Common Stock Ordinary Shares to which the holders thereof are entitled pursuant to Section 2.1(e2.5) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c), in each case without any interest thereon2.3.

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 of Company Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Company Common Stock previously represented by such Certificatesthereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c), in each case without any interest thereon.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding thereafter on the records of the Company. From and On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall shall, subject to compliance with the provisions of this Article II by the holder thereof, be converted into the Merger Consideration payable in with respect of to the shares of Company Common Stock previously formerly represented by such Certificates, thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e2.5) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c), in each case without any interest thereon2.3.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed at the close of business on the day on which the Effective Time occurs and thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding thereafter on the records of the Company. From and On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in with respect of to the shares of Company Common Stock previously formerly represented by such Certificates, thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e2.6) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c), in each case without any interest thereon2.4.

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 of Company Common Stock theretofore outstanding Shares thereafter on the records of the Company. From and after the Effective Time, the holders of 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 Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Company right to receive Parent Class B Common Stock previously represented by such CertificatesShares, any cash in lieu of fractional shares of Parent Class B Common Stock Shares to which the holders thereof are entitled pursuant to Section 2.1(e2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c2.02(c), in each case without any interest thereon.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed and thereafter there shall will be no further registration of transfers of shares of Company Common Stock theretofore outstanding Shares thereafter on the records of the Company. From and On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Exchange Agent or Parent for any reason shall will be converted into cancelled and exchanged for the Merger Consideration payable in with respect of to the shares of Company Common Stock previously Shares formerly represented by such CertificatesCertificates or Book-Entry Shares to which the holders thereof are entitled pursuant to Section 1.5(a), any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof of such Certificates or Book-Entry Shares are entitled pursuant to Section 2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c), in each case without any interest thereon.

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 of Company Common Stock theretofore outstanding 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 Exchange Agent or Parent for any reason shall be converted into the right to receive the Merger Consideration payable in respect of the shares of Company Common Stock previously represented by such CertificatesConsideration, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e2.7(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c2.7(c), in each case without any interest thereon.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed at the close of business on the day on which the Effective Time occurs and thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding thereafter on the records of the Company. From and On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in with respect of to the shares of Company Common Stock previously or formerly represented by such Certificates, thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e2.5) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c), in each case without any interest thereon2.3.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding or Company Convertible Preferred Stock thereafter on the records of the Company. From and On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in with respect of to the shares of Company Common Stock previously or Company Convertible Preferred Stock, as the case may be, formerly represented by such Certificates, thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e2.5) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c), in each case without any interest thereon2.3.

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 of Company Common Stock theretofore outstanding Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to such Shares except as otherwise provided herein or by any Laws. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Company Parent Common Stock previously represented by such CertificatesStock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e) and 2.08(e), any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c), in each case without any interest thereon2.08(c) and the Contingent Value Right to which such holders are entitled.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding thereafter on the records of the Company. From and At or after the Effective Time, subject to Section 2.4 below, any Certificates or Book Entry Shares presented to the Exchange Agent or Parent for any reason shall be converted into represent the right to receive the Merger Consideration payable in with respect of to the shares of Company Common Stock previously formerly represented by such Certificates, thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e2.2(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c2.2(c), in each case without any interest thereon).

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 of Company Common Stock theretofore outstanding thereafter on the records of the Company. From and after the Effective Time, the holders of certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent Newco for any reason shall be converted into the Merger Consideration payable in respect of the shares of Company Class A Common Stock previously represented by such Certificates, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c2.02(c), in each case without any interest thereon.

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 of Company Common Stock theretofore outstanding 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 Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Company Common Stock previously represented by such CertificatesParent Shares, any cash in lieu of fractional shares of Parent Common Stock Shares to which the holders thereof are entitled pursuant to Section 2.1(e2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c2.02(c), in each case without any interest thereon.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company -------------------- shall be closed immediately upon the Effective Time and thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding thereafter on the records of the Company. From and On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent the Surviving Corporation for any reason shall be converted into the Merger Consideration payable in with respect of to the shares of Company Common Stock previously formerly represented by such Certificates, thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e2.2(e)) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c2.2(c), in each case without any interest thereon.

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 of Company Common Stock theretofore outstanding Shares thereafter on the records of the Company. From and On or after the Effective Time, any Certificates or Book-Entry Shares presented to the Exchange Agent or Parent for any reason shall be converted into cancelled and exchanged for the Merger Consideration payable in with respect of to the shares of Company Common Stock previously Shares formerly represented by such CertificatesCertificates or Book-Entry Shares to which the holders thereof are entitled pursuant to Section 2.04(a), any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof of such Certificates or Book-Entry Shares are entitled pursuant to Section 2.1(e3.01(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c3.01(c), in each case without any interest thereon.

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 of Company Common Stock theretofore outstanding Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Company Common Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Common Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Company Parent Common Stock previously represented by such CertificatesShares, any cash in lieu of fractional shares of Parent Common Stock Shares to which the holders thereof are entitled pursuant to Section 2.1(e2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c2.02(c), in each case without any interest thereon.

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 of Company Common Stock theretofore outstanding thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to such shares 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 Exchange Agent or Parent Acquiror for any reason shall be converted into the Merger Consideration payable in respect of the Cash Consideration, shares of Company Common Stock previously represented by such CertificatesAcquiror Preferred Stock, any cash in lieu of fractional shares of Parent Common Acquiror Preferred Stock to which the holders thereof of the Certificates are entitled pursuant to Section 2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c2.02(c), the right to receive the Contingent Consideration in each case without any interest thereon.accordance with Section 2.03 and

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 of Company Common Stock or Company Convertible Preferred Stock theretofore outstanding on the records of the Company. From and after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Company Common Stock previously or Company Convertible Preferred Stock formerly represented by such Certificates, any cash in lieu of fractional shares of Parent Common Stock Shares to which the holders thereof are entitled pursuant to Section 2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c), in each case without any interest thereon.

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 of Company Common Stock or Company Preferred Stock theretofore outstanding on the records of the Company. From and after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Company Common Stock or Company Preferred Stock previously represented by such Certificates, any cash in lieu of fractional shares of Parent Common Stock Shares to which the holders thereof are entitled pursuant to Section 2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c), in each case without any interest thereon.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding Shares thereafter on the records of the Company. From and On or after the Effective Time, any Certificates presented to the Surviving Corporation, Exchange Agent (in its capacity as Exchange Agent) or Parent for any reason shall be converted into the Merger Consideration payable in with respect of to the shares of Company Common Stock previously Shares formerly represented by such Certificatesthereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e) 2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c), in each case without any interest thereon2.5 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 thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding thereafter on the records of the Company. From and after the Effective Time, the holders of certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent Acquiror for any reason shall be converted into the Merger Consideration payable in respect of the shares of Company Acquiror Common Stock previously represented by such Certificatesissuable in exchange therefor, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c2.02(c) and any cash in lieu of fractional shares of Acquiror Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e), in each case without any interest thereon.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding thereafter on the records of the Company. From and On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent the Surviving Corporation for any reason shall be converted into the Merger Consideration payable in with respect of to the shares of Company Common Stock previously formerly represented by such Certificates, thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e2.2(e)) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c2.2(c), in each case without any interest thereon.

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 of Company Common Stock theretofore outstanding Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to such Shares except as otherwise provided herein or by any Laws. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Company Parent Common Stock previously represented by such CertificatesStock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(e2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.1(c2.02(c), in each case without any interest thereon.