Common use of Stock Transfer Books Clause in Contracts

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares thereafter shares of Company Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Parent Company Common StockStock previously represented by such Certificates, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.1(c), without any interest thereon.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares thereafter shares of Company Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Parent Company Common StockStock previously represented by such Certificates, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.1(c), in each case without any interest thereon.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time, and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Company Certificates presented to the Exchange Agent Agent, Buyer or Parent the Surviving Corporation for any reason shall be converted into the right to receive Merger Consideration with respect to the shares of Parent Company Common Stock, Stock formerly represented thereby (including any cash in lieu of fractional shares of Parent Buyer Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 3.8 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c3.6).

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates Shares presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration with respect to the shares of Parent Company Common Stock, Stock formerly represented thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.05) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.03.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On At or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the right to receive the Merger Consideration with respect to the shares of Parent Company Common Stock, Stock formerly represented thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled to pursuant to Section 2.02(e) 2.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.3).

Stock Transfer Books. At the close of business on the day on which the Effective TimeTime occurs, the stock transfer books of the Company shall be closed closed, and there shall be no further registration of transfers of Shares thereafter on the records stock transfer books of the Company. From and after Surviving Corporation of the Effective Time, the holders shares of Certificates representing Shares Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such SharesTime. If, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates are presented to the Exchange Surviving Corporation or the Paying Agent for transfer or Parent for any reason other reason, they shall be converted into the Merger Consideration payable in respect of the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Company Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) previously represented by such Certificates and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c3.1(g), without any interest thereon.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Company Certificates presented to the Exchange Agent or Parent Purchaser for any reason shall be converted into the Merger Consideration with respect to the shares of Parent Company Common StockStock formerly represented thereby, any cash in lieu of fractional shares of Parent Purchaser Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 2.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.3.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company Seller shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares shares of Seller Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by LawSeller. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent the Surviving Corporation for any reason shall be converted into the Merger Consideration with respect to the shares of Parent Seller Common StockStock formerly represented thereby, any cash in lieu of fractional shares of Parent Company Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 3.09 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)3.07.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On At or after the Effective Time, subject to Section 2.4 below, any Certificates or Book Entry Shares presented to the Exchange Agent or Parent for any reason shall be converted into represent the right to receive the Merger Consideration with respect to the shares of Parent Company Common Stock, Stock formerly represented thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.2(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.2(c)).

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed at the close of business on the day on which the Effective Time occurs and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration with respect to the shares of Parent Company Common Stock, Stock or formerly represented thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.5) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.3.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of the right to receive Parent Class B Common StockShares, any cash in lieu of fractional shares of Parent Class B Common Stock Shares to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed at the close of business on the day on which the Effective Time occurs and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration with respect to the shares of Parent Company Common Stock, Stock formerly represented thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.6) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.4.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares shares of Company Common Stock or Company Convertible Preferred Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration with respect to the shares of Parent Company Common Stock or Company Convertible Preferred Stock, as the case may be, formerly represented thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.5) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.3.

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 shall be closed and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Company Certificates presented to the Exchange Agent Agent, Parent or Parent the Surviving Entity for any reason shall be converted into the right to receive the Merger Consideration with respect to the shares of Parent Company Common Stock, Stock formerly represented thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 3.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c3.5).. ARTICLE IV

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Lawany Laws. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) and 2.08(e), any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.08(c) and the Contingent Value Right to which such holders are entitled.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares thereafter shares of Company Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates or Book Entry Shares presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Parent Company Common StockStock previously represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.1(c), in each case without any interest thereon.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be cancelled and converted into the right to receive the Merger Consideration with respect to the shares of Parent Company Common Stock, Stock formerly represented thereby (including any cash in lieu of fractional shares of Parent Common Stock Ordinary Shares to which the holders thereof are entitled pursuant to Section 2.02(e2.5) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.3.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall shall, subject to compliance with the provisions of this Article II by the holder thereof, be converted into the Merger Consideration with respect to the shares of Parent Company Common Stock, Stock formerly represented thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.5) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.3.

Stock Transfer Books. (a) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common StockShares, any cash in lieu of fractional shares of Parent Common Stock Shares to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares of Company Common Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent Acquiror for any reason shall shall, subject to Section 2.2 and Section 2.3, be converted into shares of Parent Acquiror Common Stock, Stock issuable in exchange therefor pursuant to Section 2.1(a) and any cash in lieu of fractional shares of Parent Acquiror Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.2(c).

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall will be closed immediately upon the Effective Time and there shall will be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall will be converted into the Merger Consideration with respect to the shares of Parent Company Common StockStock formerly represented thereby, any cash in lieu of fractional shares of Parent Common Preferred Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.5.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Company Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Company Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common StockShares, any cash in lieu of fractional shares of Parent Common Stock Shares to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Shares except as otherwise provided in this Agreement herein or by Lawany Laws. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares of Company Common Stock except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent Acquiror for any reason shall be converted into the Cash Consideration, shares of Parent Common Acquiror Preferred Stock, any cash in lieu of fractional shares of Parent Common Acquiror Preferred Stock to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which of the holders thereof Certificates are entitled pursuant to Section 2.02(c)., the right to receive the Contingent Consideration in accordance with Section 2.03 and

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Company Common Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Company Common Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Common Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into shares of Parent Common StockShares, any cash in lieu of fractional shares of Parent Common Stock Shares to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares thereafter shares of Company Common Stock or Company Preferred Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Parent Company Common StockStock or Company Preferred Stock previously represented by such Certificates, any cash in lieu of fractional shares of Parent Common Stock Shares to which the holders thereof are entitled pursuant to Section 2.02(e2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.1(c), without any interest thereon.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Surviving Corporation, Exchange Agent (in its capacity as Exchange Agent) or Parent for any reason shall be converted into shares of Parent Common Stockthe Merger Consideration with respect to the Shares formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.5 and the Certificates so presented shall be cancelled.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company -------------------- shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent the Surviving Corporation for any reason shall be converted into the Merger Consideration with respect to the shares of Parent Company Common Stock, Stock formerly represented thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.2(e)) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.2(c).

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Common Shares or Preferred Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent IOI for any reason shall be converted into shares of Parent the Share Consideration with respect to the Common StockShares or Preferred Shares formerly represented thereby, any cash in lieu of fractional shares of Parent IOI Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.5.

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares thereafter shares of Company Common Stock or Company Convertible Preferred Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Merger Consideration payable in respect of the shares of Parent Company Common StockStock or Company Convertible Preferred Stock formerly represented by such Certificates, any cash in lieu of fractional shares of Parent Common Stock Shares to which the holders thereof are entitled pursuant to Section 2.02(e2.1(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.1(c), without any interest thereon.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company Agouron shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares shares of Agouron Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by LawAgouron. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent Wxxxxx-Xxxxxxx for any reason shall be converted into the Merger Consideration with respect to the shares of Parent Agouron Common StockStock formerly represented thereby, any cash in lieu of fractional shares of Parent Wxxxxx-Xxxxxxx Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) 2.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c)2.3.

Stock Transfer Books. At the Effective Time, the The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent the Surviving Corporation for any reason shall be converted into the Merger Consideration with respect to the shares of Parent Company Common Stock, Stock formerly represented thereby (including any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e2.2(e)) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c2.2(c).

Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates certificates representing Shares shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, shares of Company Common Stock except as otherwise provided in this Agreement herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent Newco for any reason shall be converted into shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Class A Common Stock to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c).