Common use of Stock Transfer Books Clause in Contracts

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Company Capital Stock are presented to the Surviving Corporation, these certificates shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereof.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will be no further registration of transfers transfer of shares of Company Capital Common Stock shall thereafter on the records of the Companybe made. If, after the Effective Time, certificates formerly representing shares of Company Capital Common Stock are presented to the Surviving Corporation, these certificates they shall be canceled and exchanged for the number of shares of cash and/or certificates representing Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofthis Article II.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, On or after the Effective Time, certificates formerly representing Company Capital Stock are any Certificates presented to the Surviving CorporationPaying Agent or Parent for any reason, these certificates except notation thereon that a stockholder has elected to exercise his rights to appraisal pursuant to the DGCL, shall be canceled and exchanged for converted into the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofMerger Consideration as provided in this Article 3.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Company Capital Common Stock are presented to the Surviving Corporation, these certificates they shall be canceled cancelled and exchanged for the number of shares of Parent certificates representing Acquiror Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofStock.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Company Capital Stock are presented to the Surviving Corporation, these certificates shall be canceled and exchanged for the number of shares of Parent Common Stock Securities to which the former record holder may be entitled pursuant to Section 3.1 hereof.

Stock Transfer Books. At After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Company will be closed and there will be no further registration Surviving Corporation of transfers of the shares of Company Capital Common Stock thereafter on which were outstanding immediately prior to the records of the CompanyEffective Time. If, after the Effective Time, certificates formerly representing Company Capital Stock Certificates are presented to the Surviving CorporationCorporation or the Disbursing Agent for any reason, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofas provided in this Article 4, except as otherwise provided by Law.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, after the Effective Time, certificates Certificates formerly representing shares of Company Capital Common Stock that are presented to the Surviving Corporation, these certificates shall Corporation after the Effective Time will be canceled and exchanged for the number of certificates representing shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofStock.

Stock Transfer Books. At The Company shall cause the Effective Time, the Company’s stock transfer books to be closed as of the Company will be closed Effective Time and thereafter there will are to be no further registration of transfers of shares of Company Capital Stock thereafter theretofore outstanding on the records of the Company’s records. If, At and after the Effective Time, certificates formerly representing any Certificates presented to the Exchange Agent or the Parent for any reason are to be converted into the Merger Consideration payable in respect of the shares of Company Capital Stock are presented to the Surviving Corporation, these certificates shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofpreviously represented by such Certificates without any interest thereon.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, On or after the Effective Time, certificates formerly representing Company Capital Stock are any Certificates presented to the Surviving CorporationPaying Agent or Parent for any reason, these certificates except notation thereon that a stockholder has elected to exercise his rights to appraisal pursuant to the DGCL, shall be canceled and exchanged for converted into the number of shares of Parent Common Stock right to which the former record holder may be entitled receive cash pursuant to Section 3.1 3.2(a) hereof.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will be no further registration of transfers of shares transfer of Company Capital Stock Shares shall thereafter on the records of the Companybe made. If, after the Effective Time, certificates formerly representing Company Capital Stock Certificates are presented to the Surviving Corporation, these certificates they shall be canceled and exchanged for the number of shares of Parent Common cash and/or certificates representing Purchaser Stock to which the former record holder may be entitled pursuant to Section 3.1 hereof.this Article I.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company will shall be closed immediately upon the Effective Time and there will shall be no further registration of transfers of shares of Shares or Company Capital Stock Warrants thereafter on the records of the Company. If, At and after the Effective Time, certificates formerly representing Company Capital Stock are any Certificates, Option Documents, or Warrant Certificates presented to the Surviving Corporation, these certificates Exchange Agent or Parent for any reason shall be canceled and exchanged for converted into the number applicable Merger Consideration in respect of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofConverted Securities formerly represented thereby.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Company Capital Common Stock are presented to the Surviving Corporation, these certificates shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereof.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Companythereafter. If, On or after the Effective Time, any certificates formerly representing Company Capital Stock are presented to the Surviving CorporationPaying Agent or Parent for any reason, these certificates shall be canceled and exchanged for the number of shares of Parent Common Stock except notation thereon that a stockholder has elected to which the former record holder may be entitled exercise his rights to appraisal pursuant to Section 3.1 hereofthe DGCL, will be converted into the consideration as provided in this Article III.

Stock Transfer Books. At As of the Effective Time, the stock transfer books of the Company will shall be closed and there will shall not be no any further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Company for shares of Outstanding Capital Stock (“Company Stock Certificates”) are presented to the Surviving Corporation, these certificates they shall be canceled and exchanged for the number Merger Consideration, if any, payable with respect to such shares as provided for in Section 1.5. No interest shall accrue or be paid on any Merger Consideration payable upon the surrender of shares of Parent Common a Company Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofCertificate.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, On or after the Effective Time, any certificates formerly representing Company Capital Stock are presented to the Surviving CorporationPaying Agent or Parent for any reason, these certificates except notation thereon that a stockholder has elected to exercise his rights to appraisal pursuant to the DGCL, shall be canceled and exchanged for converted into the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofMerger Consideration as provided in this Article III.

Stock Transfer Books. At the Effective Time, the stock transfer -------------------- books of the Company will shall be closed closed, and there will shall be no further registration of transfers of shares of Company Capital Stock thereafter on the records stock transfer books of the CompanySurviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates formerly representing Company Capital Stock Certificates are presented to the Surviving CorporationCorporation or the Exchange Agent for any reason, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofas provided in this Article III.

Stock Transfer Books. At the close of business on the date of the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Common Stock thereafter on the books and records of the Company. If, after the Effective Time, certificates formerly representing which prior to the Effective Time evidenced shares of Company Capital Common Stock (other than certificates evidencing shares described in Section 3.01(b)) are presented to the Parent, the Surviving CorporationCorporation or the Disbursing Agent for any reason, these certificates they shall be canceled cancelled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofas provided in Article III.

Stock Transfer Books. At After the Effective Time, the stock transfer books of the Company will shall be closed closed, and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Capital Common Stock thereafter on that were outstanding immediately prior to the records of the CompanyEffective Time. If, after the Effective Time, certificates formerly representing Company Capital Stock Certificates are presented to the Surviving CorporationCorporation or the Paying Agent for transfer or any other reason, these certificates they shall be canceled cancelled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofas provided in this Article 3.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company will shall be closed immediately upon the Effective Time and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, On or after the Effective Time, certificates formerly representing any Company Capital Stock are Certificate or notice of Book-Entry Shares presented to the Surviving Corporation, these certificates Paying Agent or Purchaser for any reason shall be canceled and exchanged for converted into the number of Merger Consideration with respect to the shares of Parent Company Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofformerly represented thereby.

Stock Transfer Books. At From and after the Effective Time, the stock transfer books of the Company will shall be closed closed, and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the books and records of the CompanyCompany or the Surviving Corporation. If, after the Effective Time, certificates formerly representing Company Capital Stock any Certificates are presented to the Exchange Agent or the Surviving CorporationCorporation for any reason, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to as provided in this Section 3.1 hereof2.09. SECTION 2.10.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company will shall be closed immediately upon the Effective Time and there will shall be no further registration of transfers of shares of Company Capital Stock Company’s Shares thereafter on the records of the Company. If, On or after the Effective Time, certificates formerly representing any Company Capital Stock are Certificate presented to the Surviving Corporation, these certificates Parent for any reason shall be canceled and exchanged for converted into the number Merger Consideration with respect to the shares of Company’s Shares formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the former record holder may be holders thereof are entitled pursuant and any dividends or other distributions to Section 3.1 hereofwhich the holders thereof are entitled.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly previously representing shares of Company Capital Stock are presented to the Surviving Corporation, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled cash pursuant to the provisions of this Section 3.1 hereof2.05.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company will shall be closed immediately upon the Effective Time, and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, At or after the Effective Time, certificates formerly representing Company Capital Stock are any Certificates presented to the Paying Agent, Parent or the Surviving CorporationCorporation for any reason shall, these certificates shall subject to compliance with the provisions of this Article 2 by the holder thereof, be canceled and exchanged for converted into the number of right to receive the Merger Consideration with respect to the shares of Parent Company Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofformerly represented thereby.

Stock Transfer Books. At The stock transfer book of Company shall be closed at the Effective Time, the stock transfer books of the Company will be closed Time and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, On and after the Effective Time, certificates formerly representing all Company Capital Stock are Certificates presented to the Surviving Corporation, these certificates Exchange Agent or Parent for any reason shall be canceled represent only the right to receive the applicable Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby and exchanged for the number of unpaid dividends and distributions on shares of Parent Common Stock to which the former record holder may be entitled deliverable in respect thereof, pursuant to Section 3.1 hereofthis Agreement.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Stock thereafter Shares on the records of the Company. If, after the Effective Time, certificates formerly Certificates representing Company Capital Stock Shares are presented to the Surviving Corporation, these certificates they shall be canceled cancelled and exchanged for the number of shares of cash or certificates representing Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofthis Article II.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Company Capital Common Stock are presented to the Surviving Corporation, these certificates they shall be canceled cancelled and upon delivery of a duly executed letter of transmittal exchanged for the number of shares of Parent certificates representing Acquiror Common Stock to which the former record holder may be entitled pursuant to (and associated Acquiror Rights). Section 3.1 hereof.3.6

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company will shall be closed immediately upon the Effective Time and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter outstanding immediately prior to the Effective Time on the records of the Company. If, From and after the Effective Time, certificates formerly any Certificates representing shares of Company Capital Common Stock outstanding immediately prior to the Effective Time that are presented to the Surviving Corporation, these certificates Exchange Agent or Parent for any reason shall represent only the right to be canceled and exchanged for converted into the number of right to receive the Merger Consideration with respect to the shares of Parent Company Common Stock to which the former record holder may be entitled pursuant to formerly represented thereby in accordance with Section 3.1 1.13 hereof.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed closed, and there will shall be no further registration of transfers of shares of Company Capital Stock thereafter on the records stock transfer books of the CompanySurviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates formerly representing Company Capital Stock Certificates are presented to the Surviving CorporationCorporation or the Exchange Agent for any reason, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofas provided in this Article III.

Stock Transfer Books. At Except with respect to Exempt Issuances, at the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, after the Effective TimeIssuance Date, certificates formerly representing Company Capital Common Stock are presented to the Surviving Corporation, these certificates shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereof.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company will shall be closed immediately upon the Effective Time, and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, At or after the Effective Time, certificates formerly representing Company Capital Stock are any Certificates or Book Entry Shares presented to the Exchange Agent, Parent or the Surviving CorporationCorporation for any reason shall, these certificates shall subject to compliance with the provisions of this Article II by the holder thereof, be canceled and exchanged for converted into the number of right to receive the Merger Consideration with respect to the shares of Parent Company Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofformerly represented thereby.

Stock Transfer Books. At As of the Effective Time, the stock transfer books of the Company will shall be closed and there will shall not be no any further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Company for shares of Outstanding Capital Stock (“Company Stock Certificates”) are presented to the Surviving Corporation, these certificates they shall be canceled and exchanged for the number Merger Consideration, if any, payable with respect to such shares as provided for in Section 1.5. No interest shall accrue or be paid on any Merger Consideration payable upon the surrender of shares of Parent Common a Company Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofCertificate.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will be no further registration of transfers of shares transfer of Company Capital Stock Shares shall thereafter on the records of the Companybe made. If, after the Effective Time, certificates formerly representing Company Capital Stock Certificates are presented to the Surviving Corporation, these certificates they shall be canceled cancelled and exchanged for the number of shares of Parent Common cash and/or certificates representing Purchaser Stock to which the former record holder may be entitled pursuant to Section 3.1 hereof.this Article I.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed closed, and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, Any Certificates evidencing the Public Shares presented to the Exchange Agent or the Surviving Corporation for any reason at or after the Effective Time, certificates formerly representing Company Capital Stock are presented to the Surviving Corporation, these certificates Time shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled Merger Consideration pursuant to Section 3.1 the terms hereof.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Company Capital Stock are presented to the Surviving Corporation, these certificates shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereof.

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 will be closed and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, At or after the Effective Time, certificates formerly representing Company Capital Stock are any Certificates presented to the Paying Agent, Parent or the Surviving CorporationCorporation for any reason shall, these certificates shall subject to compliance with the provisions of this Article II by the holder thereof, be canceled and exchanged for converted into the number of right to receive the Merger Consideration with respect to the shares of Parent Company Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofformerly represented thereby.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Company Capital Stock are presented to the Surviving Corporation, these certificates shall be canceled and exchanged for the number of shares of Parent Common Stock and Parent Preferred Stock to which the former record holder may be entitled pursuant to Section 3.1 hereof.

Stock Transfer Books. At After the Effective Time, the Company's stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares Transfers of Company Capital Stock thereafter on the records of the CompanyCommon Stock. If, at or after the Effective Time, certificates formerly representing represented outstanding shares of Company Capital Common Stock are presented to the Surviving Corporation, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofin accordance with this Agreement.

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 will be closed and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, At or after the Effective Time, certificates formerly representing Company Capital Stock are any Certificates presented to the Paying Agent, Parent or the Surviving CorporationCorporation for any reason shall, these certificates shall subject to compliance with the provisions of this Article 2 by the holder thereof, be canceled and exchanged for converted into the number of right to receive the Merger Consideration with respect to the shares of Parent Company Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofformerly represented thereby.

Stock Transfer Books. At As of the Effective Time, the stock transfer books of the Company will shall be closed and there will shall not be no any further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Company for shares of Outstanding Capital Stock (“Company Stock Certificates”) are presented to the Surviving Corporation, these certificates they shall be canceled and exchanged for the number Merger Consideration, if any, payable with respect to such shares as provided for in Section 1.5. No interest shall accrue or be paid on any Merger Consideration payable upon the surrender of shares of Parent Common a Company Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofCertificate.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed closed, and thereafter there will shall be no further registration of transfers of shares of Company Capital Stock thereafter on the Shares in the records of the Company. If, after the Effective Time, certificates formerly representing Company Capital Stock Certificates are presented to the Surviving CorporationCorporation or the Exchange Agent for any reason, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofas provided in this Article III.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company will shall be closed immediately upon the Effective Time, and there will shall be no further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. If, On or after the Effective Time, certificates formerly representing any Company Certificates presented to the Buyer or the Surviving Corporation for any reason shall be converted into the right to receive Merger Consideration with respect to the Company Capital Stock are presented to the Surviving Corporation, these certificates shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofformerly represented thereby.

Stock Transfer Books. At From and after the Effective Time, the stock transfer books of the Company will shall be closed closed, and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the books and records of the CompanyCompany or the Surviving Corporation. If, after the Effective Time, certificates formerly representing Company Capital Stock any Certificates are presented to the Exchange Agent or the Surviving CorporationCorporation for any reason, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to as provided in this Section 3.1 hereof2.09.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company will shall be closed immediately upon the Effective Time and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, On or after the Effective Time, certificates formerly representing any Company Capital Stock are Certificate or notice of Book-Entry Shares presented to the Surviving Corporation, these certificates Paying Agent or Purchaser for any reason shall be canceled and exchanged for converted into the number of Merger Consideration with respect to the shares of Parent Company Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereof.formerly represented thereby.‌

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of the Company Capital Stock Common Shares thereafter on the records of the CompanyCompany or the Surviving Corporation. If, after the Effective Time, certificates formerly representing Company Capital Stock Certificates are presented to the Surviving CorporationCorporation for any reason, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereof.as provided in this Article I.

Stock Transfer Books. At From and after the Effective Time, the stock -------------------- transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Stock thereafter on the records stock transfer books of the Surviving Corporation of the shares of the Company's capital stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates formerly representing Company Capital Stock are presented to the Surviving CorporationCorporation for any reason, these certificates they shall be canceled and exchanged for the number retired and shall cease to exist, and each holder of a certificate representing any such shares of Parent Common Stock shall cease to which the former record holder may be entitled pursuant to Section 3.1 hereofhave any rights with respect thereto.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed closed, and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, Any Certificates presented to the Exchange Agent or the Surviving Corporation for any reason at or after the Effective Time, certificates formerly representing Company Capital Stock are presented to the Surviving Corporation, these certificates Time shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled Merger Consideration pursuant to Section 3.1 the terms hereof. SECTION 2.04.

Stock Transfer Books. At the Effective Time, the -------------------- stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly previously representing shares of Company Capital Common Stock are presented to the Surviving Corporation, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled cash pursuant to Section 3.1 hereofthe provisions of this Article III.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company will shall be closed immediately upon the Effective Time and there will shall be no further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. If, On or after the Effective Time, certificates formerly representing any Company Certificate presented to Parent for any reason shall be converted into the Merger Consideration with respect to the shares of Company Capital Stock are presented to the Surviving Corporationformerly represented thereby, these certificates shall be canceled and exchanged for the number any cash in lieu of fractional shares of Parent Common Stock to which the former record holder may be holders thereof are entitled pursuant and any dividends or other distributions to Section 3.1 hereofwhich the holders thereof are entitled.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Stock Shares thereafter on the records of the Company. If, On or after the Effective Time, certificates formerly representing Company Capital Stock are any Certificates or Book-Entry Shares presented to the Surviving Corporation, these certificates shall Parent for any reason will be canceled cancelled and exchanged for the number applicable portion of shares of Parent Common Stock the Merger Consideration with respect to the Shares formerly represented by such Certificates or Book-Entry Shares to which the former record holder may be holders thereof are entitled pursuant to Section 3.1 hereof1.5(a).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly Certificates representing shares of Company Capital Common Stock are presented to the Surviving Corporation, these certificates they shall be canceled and exchanged for the number of shares of certificates representing Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofthis Article II.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will with respect to all shares of capital stock of the Company shall be closed and there will be no further registration of transfers of such shares of Company Capital Stock capital stock shall thereafter be made on the records of the Company. If, after the Effective Time, certificates formerly representing Company Capital any Stock Certificates of Common Stock Equivalent Documents are presented to the Surviving CorporationCorporation for any reason, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofas provided in this Article II.

Stock Transfer Books. At After the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Capital Common Stock thereafter on or Company Preferred Stock which were outstanding immediately prior to the records of the CompanyEffective Time. If, after the Effective Time, certificates formerly representing Company Capital Stock Certificates are presented to the Surviving Corporation, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may their holders shall be entitled pursuant to Section 3.1 hereofthe rights provided herein.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Company Capital Stock Certificates are presented to the Surviving Corporation, these certificates they shall be canceled cancelled and exchanged for the number of shares of Parent Common Stock Per Share Initial Merger Consideration to which the former record holder may be entitled pursuant to Section 3.1 hereofthis Article IV.

Stock Transfer Books. At From and after the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Stock thereafter any Shares on the records books of the Company. If, after the Effective Time, certificates Certificates formerly representing Company Capital Stock Shares are presented to Live Oak or the Surviving Corporation, these certificates they shall be surrendered and canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to as provided in this Section 3.1 hereof2.6.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Company Capital Stock are presented to the Surviving Corporation, these certificates shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereof3.1hereof.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company will shall be closed immediately upon the Effective Time, and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, At or after the Effective Time, certificates formerly representing Company Capital Stock are any Certificates presented to the Paying Agent, Parent or the Surviving CorporationCorporation for any reason shall, these certificates shall subject to compliance with the provisions of this Article 2 by the holder thereof, be canceled and exchanged for converted into the number of right to receive the Merger Consideration with respect to the shares of Parent Company Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofformerly represented thereby.

Stock Transfer Books. At the Effective Time, the stock -------------------- transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Company Capital Common Stock are presented to the Surviving Corporation, these certificates they shall be canceled cancelled and upon delivery of a duly executed letter of transmittal exchanged for the number of shares of Parent certificates representing Acquiror Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereof(and associated Acquiror Rights).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers transfer of shares of Company Capital Common Stock thereafter on the records of the Company. If, From and after the Effective Time, certificates formerly representing the holders of Certificates or uncertificated shares of Company Capital Common Stock are presented represented by book entry shall cease to have any rights with respect to such shares, except as otherwise provided in this Agreement, the certificate of incorporation of the Surviving Corporation, these certificates shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofor by applicable Law.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company will shall be closed immediately upon the Effective Time and there will shall be no further registration of transfers of shares of Company Capital Stock Common Shares thereafter on the records of the Company. If, On or after the Effective Time, certificates formerly representing any Company Capital Stock are Certificates presented to the Exchange Agent, Porter Bancorp or the Surviving Corporation, these certificates Corporation for any reason shall be canceled and exchanged for xxxxxrted into the number of shares of Parent right to receive the Merger Consideration with respect to the Company Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofShares formerly represented thereby.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, From and after the Effective Time, certificates formerly the holders of Certificates representing shares of Company Capital Common Stock are outstanding immediately prior to the Effective Time will 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 Surviving CorporationExchange Agent or Parent for any reason will be converted into the Merger Consideration, these certificates shall be canceled and exchanged for the number any cash in lieu of fractional shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereof.Parent

Stock Transfer Books. At From and after the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Stock thereafter any Shares on the records books of the Company. If, after the Effective Time, certificates formerly representing Company Capital Stock Shares are presented to Purchaser or the Surviving Corporation, these certificates they shall be surrendered and canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to as provided in this Section 3.1 hereof2.7.

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 will be closed and there will shall be no further registration of or transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, At or after the Effective Time, certificates formerly representing Company Capital Stock are any Certificates or Book-Entry Shares presented to the Paying Agent, Parent or the Surviving CorporationCorporation shall, these certificates shall subject to compliance with the provisions of this Article 2 by the holder thereof, be canceled cancelled and exchanged for converted into the number of right to receive the Merger Consideration, without any interest thereon, with respect to the shares of Parent Company Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofformerly represented thereby.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed closed, and there will shall be no further registration of transfers of shares of the Company Capital Stock Common Shares or the Company Preferred Shares thereafter on the records of the CompanyCompany or the Surviving Corporation. If, after the Effective Time, certificates formerly representing Company Capital Stock Certificates are presented to the Surviving CorporationCorporation for any reason, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereof.as provided in this Article I. SECTION 1.9

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed closed, and there will shall be no further registration of transfers transfer of shares of Company Capital Common Stock thereafter on the records of the Company. If, Any Certificates presented after the Effective Time, certificates formerly representing Company Capital Stock are presented to the Surviving Corporation, these certificates Time for transfer shall be canceled and exchanged for the number of shares of Parent Common Stock amount to which the former record holder may Shares represented thereby shall be entitled pursuant to Section 3.1 hereofSections 2.1 and 2.2.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company will shall be closed immediately upon the Effective Time and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, after the Effective Time, certificates any Certificates or Uncertificated Shares formerly representing shares of Company Capital Common Stock are presented to Parent, Merger Sub or the Surviving CorporationExchange Agent for any reason, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofas provided in this Article II.

Stock Transfer Books. At From and after the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Stock thereafter any Shares on the records books of the Company. If, after the Effective Time, certificates formerly representing Company Capital Stock Shares are presented to Purchaser or the Surviving Corporation, these certificates they shall be surrendered and canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to as provided in this Section 3.1 hereof2.6.

Stock Transfer Books. At After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Company will be closed and there will be no further registration of transfers of shares of Company Capital Stock thereafter on Shares which were outstanding immediately prior to the records of the CompanyEffective Time. If, after the Effective Time, certificates Certificates formerly representing Company Capital Stock Shares are presented to the Surviving CorporationCorporation or the Disbursement Agent, these certificates they shall be canceled surrendered and exchanged cancelled in return for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofpayment as provided in this Article 3.

Stock Transfer Books. At From and after the Effective Time, the stock transfer books of the Company will shall be closed closed, and there will shall be no further registration of transfers of shares of Company Capital Stock thereafter on the books and records of the CompanyCompany or Surviving Corporation. If, after the Effective Time, certificates formerly representing Company Capital Stock any Certificates are presented to the Exchange Agent or the Surviving CorporationCorporation for any reason, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofas provided in this Article II.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Company Capital Stock Certificates are presented to the Surviving Corporation, these certificates they shall be canceled cancelled and exchanged for the number of shares of Parent cash and Acquiror Common Stock to which the former record holder may be entitled pursuant to this Article IV, together with any dividends or other distributions to which the holder thereof may be entitled pursuant to Section 3.1 hereof4.2(d).

Stock Transfer Books. At After the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Capital Common Stock thereafter on which were outstanding immediately prior to the records of the CompanyEffective Time. If, after the Effective Time, certificates formerly representing Company Capital Stock are any Certificate is presented to the Surviving Corporation, these certificates such Certificate shall be canceled cancelled and exchanged for the number holder of shares of Parent Common Stock to which the former record holder may such Certificate shall be entitled pursuant to Section 3.1 hereofthe rights provided herein.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company will shall be closed at the Effective Time and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Company. If, From and after the Effective Time, certificates formerly representing Company Capital Stock are any Certificates (or effective affidavits of loss in lieu thereof) presented to the Surviving Corporation, these certificates Exchange Agent or Parent for any reason shall be canceled and exchanged for converted into the number of right to receive the Merger Consideration with respect to the shares of Parent Company Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofformerly represented thereby.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company will shall be closed immediately upon the Effective Time and there will shall be no further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. If, On or after the Effective Time, certificates formerly representing any Company Certificate presented to Parent for any reason shall be converted into the Merger Consideration with respect to the shares of Company Capital Stock are presented to the Surviving Corporationformerly represented thereby, these certificates shall be canceled and exchanged for the number any cash in lieu of fractional shares of Parent Common Stock to which the former record holder may be holders thereof are entitled pursuant and any dividends or other distributions to Section 3.1 hereofwhich the holders thereof are entitled.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. If, From and after the Effective Time, certificates formerly representing Company Capital Stock are any Certificates presented to the Surviving Corporation, these certificates Parent for any reason shall be canceled and exchanged for converted into the number applicable Merger Consideration, subject to Applicable Laws in the case of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofDissenting Shares.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will be closed and there will be no further registration of transfers of shares of Company Capital Stock Shares thereafter on the records of the Company. If, On or after the Effective Time, certificates formerly representing Company Capital Stock are any Certificates or Book-Entry Shares presented to the Surviving Corporation, these certificates shall Exchange Agent or Parent for any reason will be canceled cancelled and exchanged for the number of shares of Parent Common Stock applicable Merger Consideration with respect to the Shares formerly represented by such Certificates or Book-Entry Shares to which the former record holder may be holders thereof are entitled pursuant to Section 3.1 hereof1.5(a).

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company will shall be closed immediately upon the Effective Time and there will shall be no further registration of transfers of shares of Company Capital Stock Interests thereafter on the records of the Company. If, On or after the Effective Time, certificates formerly representing any Company Capital Stock are Certificate presented to the Surviving Corporation, these certificates Parent for any reason shall be canceled and exchanged for converted into the number Merger Consideration with respect to the shares of Company Interests formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the former record holder may be holders thereof are entitled pursuant and any dividends or other distributions to Section 3.1 hereofwhich the holders thereof are entitled.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will no transfer of Shares shall thereafter be no further registration of transfers of shares of Company Capital Stock thereafter on the records of the Companymade. If, after the Effective Time, certificates formerly representing Company Capital Stock are any Certificate is presented to the Surviving Corporation, these certificates such Certificate shall be canceled cancelled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofMerger Consideration.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall each be closed closed, and there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter on the records of the Companyany such stock transfer books. If, after the Effective Time, certificates formerly representing Company Capital Stock Certificates are presented to the Surviving Corporation, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled Acquirer Certificates and cash deliverable in respect thereof pursuant to Section 3.1 hereofthis Agreement in accordance with the procedures set forth in this Article II.

Stock Transfer Books. At After the Effective Time, the Company’s stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Stock thereafter on the records of the CompanyShares. If, at or after the Effective Time, certificates formerly representing Company Capital Stock Certificates are presented to the Surviving Corporation, these certificates they shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofin accordance with this Agreement.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and there will shall be no further registration of transfers of shares of Company Capital Stock thereafter on the records of the CompanyCommon Stock. If, after the Effective Time, certificates formerly representing Company Capital any Common Stock Certificates or Uncertificated Shares are presented to Parent, the Surviving CorporationCorporation or the Exchange Agent for any reason, these certificates they shall be canceled and exchanged for the number of applicable Merger Consideration with respect to the shares of Parent Company Common Stock to which formerly represented thereby in accordance with the former record holder may be entitled pursuant to Section 3.1 hereofprocedures set forth in this Article III.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company will shall be closed and thereafter there will shall be no further registration of transfers of shares of Company Capital Common Stock thereafter theretofore outstanding on the records of the Company. If, From and after the Effective Time, any certificates formerly representing Company Capital Stock are or book entry Shares presented to the Paying Agent, Parent or the Surviving Corporation, these certificates Corporation for any reason shall be canceled and exchanged for represent the number right to receive the Merger Consideration payable in respect of the shares of Parent Company Common Stock to which the former record holder may be entitled pursuant to Section 3.1 hereofrepresented thereby.