Common use of Transfer Books; No Further Ownership Rights in Company Stock Clause in Contracts

Transfer Books; No Further Ownership Rights in Company Stock. At the Effective Time: (i) all shares of Company Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Certificates representing shares of Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive the Per Share Amount with respect to each share of Company Common Stock evidenced by such Certificate upon surrender thereof in accordance with Section 2.3(b); and (ii) the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. All cash paid upon the surrender of Certificates in accordance with the terms of this Article 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Capital Stock previously represented by such Certificates. Subject to Section 2.3(e), if, at any time after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article 2.

Transfer Books; No Further Ownership Rights in Company Stock. At the Effective Time: (i) all All shares of Company Capital Parent Common Stock outstanding immediately prior to issued and cash paid upon the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders surrender for exchange of Certificates representing shares in accordance with the terms of Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive this Article II (including the Per Share Amount with respect Cash Consideration, any dividends or other distributions paid pursuant to each share Section 2.2(c) and cash paid in lieu of any fractional shares pursuant to Section 2.2(e)) shall be deemed to be in full satisfaction of all rights pertaining to the shares of Company Common Stock evidenced previously represented by such Certificate upon surrender thereof in accordance with Section 2.3(b); Certificates, and (ii) at the Reverse Merger Effective Time, the stock transfer books of the Company shall be 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 Capital Common Stock that were outstanding immediately prior to the Reverse Merger Effective Time. All cash paid upon From and after the surrender Reverse Merger Effective Time, the holders of Certificates in accordance with the terms that evidenced ownership of this Article 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Capital Common Stock previously represented outstanding immediately prior to the Reverse Merger Effective Time shall cease to have any rights with respect to such shares, except as otherwise provided for herein or by such Certificatesapplicable Law. Subject to the last sentence of Section 2.3(e2.2(g), if, at any time after the Reverse Merger Effective Time, Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article 2II.

Transfer Books; No Further Ownership Rights in Company Stock. At the Effective Time: (i) all All shares of Company Capital Parent Common Stock outstanding immediately prior issued upon the surrender for exchange of Certificates in accordance with the terms of this Article II (including any dividends or other distributions paid pursuant to Section 2.2(c) and cash paid in lieu of any fractional shares pursuant to Section 2.2(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Certificates representing shares of Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive the Per Share Amount with respect to each share of Company Common Stock evidenced previously represented by such Certificate upon surrender thereof in accordance with Section 2.3(b); Certificates, and (ii) at the close of business on the day on which the Effective Time occurs, the stock transfer books of the Company shall be 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 Capital Common Stock that were outstanding immediately prior to the Effective Time. All cash paid upon From and after the surrender Effective Time, the holders of Certificates in accordance with the terms that evidenced ownership of this Article 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Capital Common Stock previously represented outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as otherwise provided for herein or by such Certificatesapplicable law. Subject to the last sentence of Section 2.3(e2.2(g), if, at any time after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article 2II.

Transfer Books; No Further Ownership Rights in Company Stock. At the Effective Time: (i) all The consideration to be paid in respect of shares of Company Capital Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Certificates representing shares of Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive the Per Share Amount with respect to each share of Company Common Stock evidenced by such Certificate upon surrender thereof in accordance with Section 2.3(b); and (ii) the capital stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. All cash paid upon the surrender for exchange of Certificates Company Securities in accordance with the terms of this Article 2 II shall be deemed to have been paid in full satisfaction of all rights pertaining to the such shares of Company Capital Stock (or other securities, as applicable) previously represented by such CertificatesCompany Securities, and (in addition to the requirements of Section 5.11) at the close of business on the day on which the Effective Time occurs, the transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the transfer books of the Surviving Corporation of the shares of capital stock of the Company (or other securities, as applicable) that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Company Securities that evidenced ownership of shares of capital stock (or other securities, as applicable) of the Company outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares (or other securities, as applicable), except as otherwise provided for herein or by applicable law. Subject to the last sentence of Section 2.3(e2.2(e), if, at any time after the Effective Time, Certificates Company Securities are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article 2II.

Transfer Books; No Further Ownership Rights in Company Stock. At the Effective Time: (i) all The Merger Consideration paid in respect of shares of Company Capital Stock outstanding immediately prior (together with the contingent right to receive, if, when and to the Effective Time shall automatically be canceled extent payable, the released Escrow Amounts and retired and shall cease to exist, and all holders released Holders’ Representative Amount) upon the surrender for exchange of Certificates representing in accordance with the terms of this Article I shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Capital Stock that were outstanding immediately prior to previously represented by such Certificates, and at the close of business on the day on which the Effective Time shall cease to have any rights as stockholders of the Companyoccurs, except the right to receive the Per Share Amount with respect to each share of Company Common Stock evidenced by such Certificate upon surrender thereof in accordance with Section 2.3(b); and (ii) the stock transfer books of the Company shall be 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 Capital Stock that were outstanding immediately prior to the Effective Time. All cash paid upon From and after the surrender Effective Time, the holders of Certificates in accordance with the terms that evidenced ownership of this Article 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Capital Stock previously represented outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Capital Stock, except as otherwise provided for herein or by such CertificatesApplicable Law. Subject to the second to last sentence of Section 2.3(e1.5(f), if, at any time after the Effective Time, Certificates are presented to Parent or the Surviving Corporation or the Paying Agent for any reason, then they shall be canceled cancelled and exchanged as provided in this Article 2.I.