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

Transfer Books; No Further Ownership Rights in Company Stock. All shares of Parent Common Stock 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 shares of Company Common Stock previously represented by such Certificates, and 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 Common Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates that evidenced ownership of shares of Company Common Stock 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 applicable law. Subject to the last sentence of Section 2.2(g), if, at any time after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Transfer Books; No Further Ownership Rights in Company Stock. All shares of Parent Common Stock issued and cash paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II (including the Per Share Cash Consideration, 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) be in full satisfaction of all rights pertaining to the shares of Company Common Stock previously represented by such Certificates, and at the close of business on the day on which the Reverse Merger Effective Time occursTime, 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 Common Stock that were outstanding immediately prior to the Reverse Merger Effective Time. From and after the Reverse Merger Effective Time, the holders of Certificates that evidenced ownership of shares of Company Common Stock 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 applicable lawLaw. Subject to the last sentence of Section 2.2(g), if, at any time after the Reverse Merger Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Transfer Books; No Further Ownership Rights in Company Stock. All The Merger Consideration paid in respect of shares of Parent Common Company Capital Stock issued (together with the contingent right to receive, if, when and to the extent payable, the released Escrow Amounts and released Holders’ Representative Amount) 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)) I shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the shares of Company Common Capital Stock previously represented by such Certificates, and 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 Common Capital Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates that evidenced ownership of shares of Company Common Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such sharesshares of Company Capital Stock, except as otherwise provided for herein or by applicable lawApplicable Law. Subject to the second to last sentence of Section 2.2(g1.5(f), if, at any time after the Effective Time, Certificates are presented to Parent or the Surviving Corporation or the Exchange Agent for any reason, then they shall be canceled cancelled and exchanged as provided in this Article II.I.

Transfer Books; No Further Ownership Rights in Company Stock. All The consideration to be paid in respect of shares of Parent Common Stock issued capital stock of the Company upon the surrender for exchange of Certificates Company Securities 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) paid in full satisfaction of all rights pertaining to the such shares of Company Common 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 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 capital stock of the Company Common Stock (or other securities, as applicable) that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates Company Securities that evidenced ownership of shares of capital stock (or other securities, as applicable) of the Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such sharesshares (or other securities, as applicable), except as otherwise provided for herein or by applicable law. Subject to the last sentence of Section 2.2(g2.2(e), if, at any time after the Effective Time, Certificates Company Securities are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.