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

Transfer Books; No Further Ownership Rights in Company Stock. The Merger Consideration paid in respect of shares of Company Common Stock upon the surrender for exchange of Certificates or Book Entry Shares in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock previously represented by such Certificates or Book Entry Shares, and at the Effective Time, the stock transfer books of the Company shall be closed with respect to, 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 and Book Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the shares represented by such Certificates or Book Entry Shares, except as otherwise provided for herein or by applicable Law. Subject to the last sentence of Section 2.03(e), if, at any time after the Effective Time, Certificates and Book Entry Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II. No interest will accrue or be paid on any cash payable upon the surrender of Certificates or Book Entry Shares which immediately before the Effective Time represented the shares of Company Common Stock.

Transfer Books; No Further Ownership Rights in Company Stock. The Merger Consideration paid in respect of At the Effective Time: (i) all shares of Company Capital Stock outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive the Merger Consideration or canceled and retired in each case as specified in Section 2.1 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 Merger Consideration pursuant to Section 2.1(a)(iii) or Section 2.1(a)(iv), any payment in lieu of fractional shares pursuant to Section 2.1(c) and any dividends or distributions payable pursuant to Section 2.3(e) with respect to each share of Company Preferred Stock or Company Common Stock evidenced by such Certificate upon the surrender for exchange of Certificates or Book Entry Shares thereof in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock previously represented by such Certificates or Book Entry Shares, Section 2.3(b); and at the Effective Time, (ii) the stock transfer books of the Company shall be closed with respect to, and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of, of the shares of Company Common Capital Stock that were outstanding immediately prior to the Effective Time. From All cash paid, and after any shares of Parent Common Stock issued, upon the Effective Time, the holders surrender of Certificates and Book Entry Shares outstanding immediately prior to in accordance with the Effective Time terms of this Article 2 shall cease be deemed to have any been paid and issued in full satisfaction of all rights with respect pertaining to the shares of Company Capital Stock previously represented by such Certificates or Book Entry Shares, except as otherwise provided for herein or by applicable LawCertificates. Subject to the last sentence of Section 2.03(e2.3(f), if, at any time after the Effective Time, Certificates and Book Entry Shares 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. No interest will accrue or be paid on any cash payable upon the surrender of Certificates or Book Entry Shares which immediately before the Effective Time represented the shares of Company Common Stock2.

Transfer Books; No Further Ownership Rights in Company Stock. The Merger Consideration paid in respect of All shares of Company Parent Common Stock issued upon the surrender for exchange of Certificates or Book Entry Shares in accordance with the terms of this Article II III (including any dividends or other distributions paid pursuant to Section 3.5(b) and cash paid in lieu of any fractional shares pursuant to Section 3.5(g)) shall be deemed to have been paid issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock previously represented by such Certificates or Book Entry Shares(other than any right to receive Additional Merger Consideration Amounts, Earnout Merger Consideration Amounts and amounts that may be released from escrow pursuant to this Agreement), and at the close of business on the day on which the Effective TimeTime occurs, the stock transfer books of the Company shall be closed with respect to, and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of, 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 and Book Entry Shares that evidenced ownership of shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the shares represented by such Certificates or Book Entry Sharesshares, except as otherwise provided for herein or by applicable Law. Subject to the last sentence of Section 2.03(e), ifIf, at any time after the Effective Time, Certificates and Book Entry Shares 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. No interest will accrue or be paid on any cash payable upon the surrender of Certificates or Book Entry Shares which immediately before the Effective Time represented the shares of Company Common StockIII.

Transfer Books; No Further Ownership Rights in Company Stock. The Merger Consideration paid in respect of shares of Company Common Stock upon the surrender for exchange of Certificates or Book Entry Shares in accordance with the terms of this Article II III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock previously represented by such Certificates Certificates, subject, however, to the Surviving Corporation’s obligation to pay any dividends or Book Entry Shares, make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock not in violation of the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time. At the Effective Time, the stock transfer books of the Company shall be closed with respect to, and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of, 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 and Book Entry Shares 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 the such shares represented by such Certificates or Book Entry Sharesof Company Common Stock, except as otherwise provided for herein herein, in the Plan of Merger or by applicable Law. Subject to the last sentence of Section 2.03(e3.2(e), if, at any time after the Effective Time, Certificates and Book Entry Shares are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II. No interest will accrue or be paid on any cash payable upon the surrender of Certificates or Book Entry Shares which immediately before the Effective Time represented the shares of Company Common StockIII.