Common use of Closing of Books Clause in Contracts

Closing of Books. The Corporation shall at no time close its transfer books against the transfer of any Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Stock in any manner which interferes with the timely conversion or transfer of such Preferred Stock or Common Stock.

Appears in 6 contracts

Samples: Registration Rights Agreement (Genocea Biosciences, Inc.), Registration Rights Agreement (Genocea Biosciences, Inc.), Registration Rights Agreement (Genocea Biosciences, Inc.)

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Closing of Books. The Corporation shall at no time close its transfer books against the transfer of any Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Stock in any manner which that interferes with the timely conversion or transfer of such Preferred Stock or Common Stock, except as may otherwise be required by applicable law.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Mascoma Corp), Share Purchase Agreement (Mascoma Corp), Purchase Preferred Stock (Mascoma Corp)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Stock in any manner which interferes with the timely conversion or transfer of such Preferred Stock or Common Stock; provided, however, nothing herein shall be construed to prevent the Corporation from setting record dates for the holders of its securities.

Appears in 4 contracts

Samples: Investment Agreement, Investment Agreement (RingCentral, Inc.), Investment Agreement (Avaya Holdings Corp.)

Closing of Books. The Corporation shall Company will at no time close its transfer books against the transfer of any shares of Series D Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series D Preferred Stock in any manner which interferes with the timely conversion or transfer of such shares of Series D Preferred Stock or Common Stock.

Appears in 3 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Displaytech Inc), Note Purchase Agreement (Displaytech Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Preferred Stock Note or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Stock Note in any manner which interferes with the timely conversion or transfer of such Preferred Stock or Common StockNote.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Savvis Communications Corp), Securities Purchase Agreement (Reuters Group PLC), Securities Purchase Agreement (Savvis Communications Corp)

Closing of Books. The Corporation shall at no time close its ---------------- transfer books against the transfer of any Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Stock in any manner which interferes with the timely conversion or transfer of such Preferred Stock or Common Stock.

Appears in 2 contracts

Samples: Stock Restriction Agreement (Sequenom Inc), Stock Restriction Agreement (Sequenom Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Convertible Preferred Stock or of any shares of Class A Common Stock issued or issuable upon the conversion of any shares of Convertible Preferred Stock in any manner which interferes with the timely conversion or transfer of such Convertible Preferred Stock or Common Stock.

Appears in 2 contracts

Samples: Registration Rights Agreement (United Surgical Partners International Inc), Stockholders Agreement (United Surgical Partners International Inc)

Closing of Books. The Corporation shall at no time close its transfer books against the transfer of any Junior Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Junior Preferred Stock in any manner which that interferes with the timely conversion or transfer of such Junior Preferred Stock or Common Stock, except as may otherwise be required by applicable law.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement, Subordinated Convertible Note Purchase Agreement (Mascoma Corp)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Converting Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Converting Preferred Stock in any manner which interferes with the timely conversion or transfer of such Converting Preferred Stock or Common Stock, except as may otherwise be required to comply with applicable securities laws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc), Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc)

Closing of Books. The Corporation shall at no time close its ---------------- transfer books against the transfer of any Series A Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series A Preferred Stock in any manner which interferes with the timely conversion or transfer of such Series A Preferred Stock or Common Stock.

Appears in 2 contracts

Samples: Stock Restriction Agreement (Sequenom Inc), Stock Restriction Agreement (Sequenom Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any shares of Series A Convertible Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series A Convertible Preferred Stock Stock, in any manner which interferes with the timely conversion or transfer of such Series A Convertible Preferred Stock or Common Stockexcept as may otherwise be required to comply with applicable securities laws.

Appears in 2 contracts

Samples: Convertible Preferred Stock Purchase Agreement, Registration Rights Agreement (Seachange International Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Series A Convertible Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series A Convertible Preferred Stock in any manner which interferes with the timely conversion or transfer of such Series A Convertible Preferred Stock or Common Stock, except as may otherwise be required to comply with applicable securities laws.

Appears in 2 contracts

Samples: Convertible Preferred Stock and Warrant Purchase Agreement (Medical Sterilization Inc), Registration Rights Agreement (Ets International Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Stock in any manner which interferes with the timely conversion or transfer conversions of such Preferred Stock or Common Stock.

Appears in 2 contracts

Samples: Registration Rights Agreement (Anderson Jack R), Registration Rights Agreement (Safeguard Health Enterprises Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Stock in any manner which interferes with the timely conversion or transfer of such Preferred Stock or Common Stock, except as may otherwise be required to comply with applicable securities laws.

Appears in 2 contracts

Samples: Series B Convertible Preferred Stock Purchase Agreement (Sedona Corp), New Era of Networks Inc

Closing of Books. The Corporation shall at no time ---------------- close its transfer books against the transfer of any Series A Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series A Preferred Stock in any manner which interferes could reasonably interfere with the timely conversion or transfer of such Series A Preferred Stock or Common Stock.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Touchstone Applied Science Associates Inc /Ny/), Voting Agreement (Touchstone Applied Science Associates Inc /Ny/)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Preferred Class A Common Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Class A Common Stock in any manner which interferes with the timely conversion or transfer of such Preferred Stock or Class A Common Stock.

Appears in 2 contracts

Samples: Stockholders Agreement (United Surgical Partners International Inc), Registration Rights Agreement (United Surgical Partners International Inc)

Closing of Books. The Corporation shall Company will at no time close its transfer books against the transfer of any Series A Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series A Preferred Stock in any manner which interferes with the timely conversion or transfer of such Series A Preferred Stock or Common Stock; provided that nothing herein will be construed to prevent the Company from setting record dates for the holders of its securities.

Appears in 2 contracts

Samples: Tender Offer Agreement (Westinghouse Air Brake Technologies Corp), Share Purchase Agreement (Westinghouse Air Brake Technologies Corp)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Series A Preferred Stock or of any shares of Class A Common Stock issued or issuable upon the conversion of any shares of Series A Preferred Stock in any manner which interferes with the timely conversion or transfer of such Series A Preferred Stock or Common Stock; provided, however, nothing herein shall be construed to prevent the Corporation from setting record dates for the holders of its securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gulfmark Offshore Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Series A Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series A Preferred Stock in any manner which interferes with the timely conversion or transfer of such Series A Preferred Stock or Common Stock; provided, however, nothing herein shall be construed to prevent the Corporation from setting record dates for the holders of its securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (S&W Seed Co)

Closing of Books. The Corporation shall at no time close its transfer books against the transfer of any Series A Preferred Stock Stock, or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series A Preferred Stock in any manner which interferes with the timely conversion or transfer of such Series A Preferred Stock or Common Stock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Stockgroup Information Systems Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Series A Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Stock in any manner which interferes with the timely conversion or transfer of such Series A Preferred Stock or Common Stock, except as may otherwise be required to comply with applicable securities laws.

Appears in 1 contract

Samples: Securities Purchase Agreement (Medical Technology Systems Inc /De/)

Closing of Books. The Corporation shall Company will at no time close its transfer books against the transfer of any Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Stock this Debenture in any manner which interferes with the timely conversion or transfer of such Preferred Stock or this Debenture into shares of Common Stock.

Appears in 1 contract

Samples: Subscription Agreement (Copytele Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any shares of Series F Preferred Stock or of any shares of Common Stock issued Issued or issuable Issuable upon the conversion of any shares of Series F Preferred Stock in any manner which interferes with the timely conversion or transfer of such shares of Series F Preferred Stock Stock, except as may otherwise be required to comply with applicable securities or Common Stocktax laws.

Appears in 1 contract

Samples: Securities Conversion Agreement (Safeguard Scientifics Inc Et Al)

Closing of Books. The Corporation shall at no time close its transfer books against the transfer of any Convertible Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Convertible Preferred Stock in any manner which interferes with the timely conversion or transfer of such Preferred Stock or Common Stockshares of Convertible Preferred.

Appears in 1 contract

Samples: Purchase Agreement (Higher One Holdings, Inc.)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Series A Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series A Preferred Stock in any manner which that interferes with the timely conversion or transfer of such Series A Preferred Stock or Common Stock.

Appears in 1 contract

Samples: Securities Purchase Agreement (Electric City Corp)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series BB Preferred Stock in any manner which interferes with the timely conversion or transfer of such Series BB Preferred Stock or Common Stock, except as may otherwise be required to comply with applicable securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Metastorm Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Series A Convertible Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series A Convertible Preferred Stock in any manner which interferes with the timely conversion or transfer of such Series A Convertible Preferred Stock or Common Stock, except as may otherwise be requited to comply with applicable securities laws.

Appears in 1 contract

Samples: Convertible Preferred Stock and Warrant Purchase Agreement (Medical Sterilization Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Preferred Stock Convertible Debenture or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Stock Convertible Debenture in any manner which interferes with the timely conversion or transfer of such Preferred Stock or Common StockConvertible Debenture.

Appears in 1 contract

Samples: Securities Purchase Agreement (Quorum Health Group Inc)

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Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Series B Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series B Preferred Stock in any manner which interferes with the timely conversion or transfer of such Series B Preferred Stock or Common Stock.

Appears in 1 contract

Samples: Employment Agreement (Jacobs Jay Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Preferred Class A Common Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series B Preferred Stock in any manner which interferes with the timely conversion or transfer of such Preferred Stock or Class A Common Stock.

Appears in 1 contract

Samples: Registration Rights Agreement (United Surgical Partners International Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Series B Preferred Stock or of any shares of Class a Common Stock issued or issuable upon the conversion of any shares of Series B Preferred Stock in any manner which interferes with the timely conversion or transfer of such Series B Preferred Stock or Common Stock.

Appears in 1 contract

Samples: Registration Rights Agreement (United Surgical Partners International Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Series A Convertible Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series A Convertible Preferred Stock in any manner which interferes with the timely time conversion or transfer of such Series A Convertible Preferred Stock or Common Stock, except as may otherwise be required to comply with applicable securities laws.

Appears in 1 contract

Samples: Convertible Preferred Stock and Warrant Purchase Agreement (Medical Sterilization Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Convertible Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Convertible Preferred Stock in any manner which interferes with the timely conversion or transfer of such Convertible Preferred Stock or Common Stock.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aurora Electronics Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Series H Convertible Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series H Convertible Preferred Stock in any manner which interferes with the timely conversion or transfer of such Series H Convertible Preferred Stock or Common Stock, except as may otherwise be required to comply with applicable securities laws.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Integrated Surgical Systems Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Preferred Class A Common Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Class A Common Stock in any manner which interferes with the timely conversion or transfer of such Preferred Stock or Class A Common Stock.,

Appears in 1 contract

Samples: Stockholders Agreement (United Surgical Partners International Inc)

Closing of Books. The Corporation shall corporation will at no time close its transfer books against the transfer of any shares of Series A Preferred Stock or of any shares of Class A Common Stock issued or issuable upon the conversion of any shares of Series A Preferred Stock in any manner which interferes with the timely conversion or transfer of such shares of Series A Preferred Stock Stock, except as may otherwise be required to comply with applicable securities laws or Common by agreement among the holders of the shares of Series A Preferred Stock.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Satellink Communications Inc)

Closing of Books. The Corporation shall will at no time close its transfer ---------------- books against the transfer of any Series B Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series B Preferred Stock in any manner which that interferes with the timely conversion or transfer of such Series B Preferred Stock or Common Stock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ixl Enterprises Inc)

Closing of Books. The Corporation shall Company will at no time close its transfer books against the transfer of any the shares of Series B Preferred Stock (or of any shares of Common Stock issued upon the conversion of Series B Preferred Stock) issued or issuable upon the conversion exercise of any shares of Preferred Stock this Warrant in any manner which interferes with the timely conversion or transfer exercise of such Preferred Stock or Common Stockthis Warrant.

Appears in 1 contract

Samples: Nanogen Inc

Closing of Books. The Corporation shall at no time close its transfer books against the transfer of any Series D Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series D Preferred Stock in any manner which interferes with the timely conversion or transfer of such Preferred Stock or Common StockSeries D Preferred, except as may otherwise be required to comply with applicable securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Technovations Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Series A Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series A Preferred Stock in any manner which that interferes with the timely conversion or transfer of such Series A Preferred Stock or Common Stock, except as may otherwise be required to comply with applicable securities laws.

Appears in 1 contract

Samples: Debt Exchange Agreement (Escalon Medical Corp)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any shares of Series A Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series A Preferred Stock in any manner which interferes with the timely conversion or transfer of such shares of Series A Preferred Stock or Common Stock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hudson Technologies Inc /Ny)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series AA Preferred Stock in any manner which interferes with the timely conversion or transfer of such Series AA Preferred Stock or Common Stock, except as may otherwise be required to comply with applicable securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Metastorm Inc)

Closing of Books. The Corporation shall will at no time close its 'transfer books against the transfer of any Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Stock in any manner which interferes with the timely conversion or transfer of such Preferred Stock or Common Stock, except as may otherwise be required to comply with applicable securities laws.

Appears in 1 contract

Samples: Series a Stock Purchase Agreement (Neon Systems Inc)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any shares of Preferred Stock or of any shares of Common Stock issued Issued or issuable Issuable upon the conversion of any shares of Preferred Stock in any manner which interferes with the timely conversion or transfer of such shares of Preferred Stock or Common Stock.

Appears in 1 contract

Samples: Stockholders Agreement (Cactus Ventures, Inc.)

Closing of Books. The Corporation shall Company will at no time close its transfer books against the transfer of any Series Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series Preferred Stock in any manner which that interferes with the timely conversion or transfer of such Preferred Stock or Common StockSeries Preferred, except as may otherwise be required to comply with applicable securities law.

Appears in 1 contract

Samples: Series J Preferred Stock Purchase Agreement (Emed Technologies Corp)

Closing of Books. The Corporation shall will at no time close its transfer books against the transfer of any Convertible Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Convertible Preferred Stock in any manner which interferes with the timely conversion or transfer of such Convertible Preferred Stock or Common Stock, except as may otherwise be required to comply with applicable laws.

Appears in 1 contract

Samples: Investment Agreement (Bluefly Inc)

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