Common use of Closing of Transfer Books Clause in Contracts

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article IIIII.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check as provided in the proper amount pursuant to and subject to the requirements of this Article IIIII.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check the Merger Consideration in accordance with the proper amount pursuant to and subject to the requirements of procedures set forth in this Article IIIII.

Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Old Certificates representing such shares are presented for transfer to the Surviving Corporation or Parent for transferExchange Agent, they shall be cancelled and exchanged for a check the Merger Consideration and canceled as provided in the proper amount pursuant to and subject to the requirements of this Article IISection 1.8(d).

Closing of Transfer Books. At the Effective TimeDate, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective TimeDate. If, after the Effective TimeDate, Certificates are presented or delivered to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares or Company Stock Options that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check as provided in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At or after the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Shares that shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transferCorporation, they shall be cancelled canceled and exchanged for a check the consideration deliverable in the proper amount respect thereof pursuant to and subject to this Agreement in accordance with the requirements of procedures set forth in this Article II2.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transferCorporation, they shall be cancelled and exchanged for a check Initial Shares in the proper amount pursuant to and accordance with Section 1.5(a), subject to the requirements of this Article IISection 1.9.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates or any certificates representing any Rollover Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to accordance with and subject to the requirements of procedures set forth in this Article II.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed, and there shall will be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Common Shares (other than the Surviving Shares) that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates (other than with respect to Surviving Shares) are presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transfer, they shall will be cancelled and exchanged for a check payment in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they the holder of Certificates shall be cancelled given a copy of the letter of transmittal referred to in Section 2.2(b) and exchanged for a check instructed to comply with the instructions in that letter of transmittal in order to receive the proper amount cash to which such holder is entitled pursuant to and subject to the requirements of this Article II.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Common Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled canceled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article IISection 1.14.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were Company Common Stock which was outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Company Book-Entry Shares are presented to the Surviving Corporation Corporation, the Surviving Company or Parent the Exchange Agent for transferany reason, they shall be cancelled and exchanged for a check as provided in the proper amount pursuant this Section 2.3, except as otherwise provided by Section 2.1(e).” Section 13. Amendment to and subject to the requirements of this Article II.Section 2.3

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.ARTICLE I.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to accordance with and subject to the requirements of procedures set forth in this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there no transfer of shares of Company Common Stock shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade thereafter. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.the

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled marked “cancelled” and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent the Exchange Agent for transferany reason, they shall be cancelled canceled and exchanged for a check as provided in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that Company Common Stock which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates or Company Book-Entry Shares are presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transferany reason, they shall be cancelled and exchanged for a check as provided in the proper amount pursuant to and subject to the requirements of this Article II, except as otherwise provided by Law.

Closing of Transfer Books. At As of the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are validly presented to the Surviving Corporation or Parent the Paying Agent for transfertransfer or any other reason, they shall be cancelled and exchanged for a check the Merger Consideration, as provided in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to before the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they the holder of Certificates shall be cancelled given a copy of the letter of transmittal referred to in Section 2.2(b) and exchanged for a check instructed to comply with the instructions in that letter of transmittal in order to receive the proper amount cash to which such holder is entitled pursuant to and subject to the requirements of this Article II.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount relevant Merger Consideration pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall will be closed, and there shall will be no further registration of transfers on the stock transfer books of the Company or the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall will be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or Parent for transferthe Exchange Agent, they shall be cancelled and exchanged for a check Initial Shares and, if applicable, Additional Shares in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the proper amount pursuant to and subject to the requirements case of this Article IIDissenting Shares.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check the Merger Consideration to be issued or paid in consideration therefor in accordance with the proper amount pursuant to and subject to the requirements of procedures set forth in this Article II.

Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration transfer of transfers on the any capital stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective TimeCompany shall thereafter be made. If, after the Effective Time, Certificates certificates representing any shares of such capital stock are presented to the Surviving Corporation or Parent for transferCorporation, they shall be cancelled and exchanged for a check the Merger consideration specified in the proper amount pursuant to and subject to the requirements of this Article IISection 1.06.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation or Parent for transferCorporation, they shall be cancelled and exchanged for a check Initial Per Share Consideration in accordance with Section 1.5, subject to Section 1.11 and to applicable law in the proper amount pursuant to and subject to the requirements case of this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation or Parent for transferCorporation, they shall be cancelled and exchanged for a check the Merger Consideration in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the proper amount pursuant to and subject to the requirements case of this Article IIDissenting Shares.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to before the Effective Time. If, after the Effective Time, Certificates not representing Dissenting Shares are presented to the Surviving Corporation or Parent Purchaser for AGREEMENT AND PLAN OF MERGER 17 transfer, they shall be cancelled and exchanged for a check in the proper amount Share Consideration pursuant to and subject to in accordance with the requirements procedures of this Article IIIII.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Common Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to Buyer or the Surviving Corporation or Parent for transferCorporation, they shall be cancelled canceled and exchanged for a check shares of Buyer Common Stock in accordance with Section 1.5, subject to applicable law in the proper amount pursuant to and subject to the requirements case of this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled canceled and exchanged for a check cash in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the proper amount pursuant to and subject to the requirements case of this Article IIDissenting Shares.

Closing of 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 on the stock transfer books of the Surviving Corporation or by book-entry of the Shares Shares, other than transfers that were outstanding immediately prior to occurred before the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transferany reason, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article IIIII.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article ARTICLE II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check Initial Shares in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the proper amount pursuant to and subject to the requirements case of this Article IIDissenting Shares.

Closing of 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 on the stock transfer books of the Surviving Corporation Company of the Shares that Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book Entry Shares are presented to the Surviving Corporation Company or Parent the Paying Agent for transferany reason, they shall be cancelled canceled and exchanged for a check as provided in the proper amount pursuant to and subject to the requirements of this Article ARTICLE II, except as otherwise provided by Law.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or Parent for transferthe Exchange Agent, they shall be cancelled and exchanged for a check Adjusted Merger Shares, Cash Consideration, if any, and Preferred Cash Consideration in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the proper amount pursuant to and subject to the requirements case of this Article IIDissenting Shares.

Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closed, closed and there shall be no further registration transfer of transfers on the stock transfer books shares of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective TimeCompany Stock shall thereafter be made. If, after the Effective Time, any Company Certificates are presented to the Surviving Corporation or Parent for transferHRT, they shall be cancelled and exchanged for a check Merger Consideration in accordance with the proper amount pursuant to and subject to the requirements of procedures set forth in this Article II.I.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares (other than Remaining Shares or Rolled Shares) that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates (other than with respect to Remaining Shares or Rolled Shares) are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount Merger Consideration pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates certificates formerly representing Company Shares are presented to the Buyer or the Surviving Corporation or Parent for transferCorporation, they shall be cancelled and exchanged for a check the Merger Consideration in accordance with Section 1.5, subject to Section 1.9 and to applicable law in the proper amount pursuant to and subject to the requirements case of this Article IIDissenting Shares.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, subject to compliance with the procedures in Section 2.2(b), they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transfertransfer or any other reason, they shall be cancelled and exchanged for a check as provided in the proper amount pursuant to and subject to the requirements of this Article II, except as otherwise provided by Law.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation or Parent for transferCorporation, they shall be cancelled and exchanged for a check Initial Shares in accordance with Section 1.5, subject to Section 1.8 and to applicable law in the proper amount pursuant to and subject to the requirements case of this Article IIDissenting Shares.

Closing of 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 on the stock transfer books of the Surviving Corporation Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are any Certificate or Book-Entry Share is presented to the Surviving Corporation Corporation, Parent or Parent the Paying Agent for transfer, they shall be cancelled marked “cancelled” and exchanged for a check payment in the proper amount pursuant to and subject to the requirements of this Article IIARTICLE 2.

Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closedclosed and no transfer of Common Stock shall thereafter be made. From and after the Effective Time, and there shall be no further registration the holders of transfers on the stock transfer books Certificates evidencing ownership of the Surviving Corporation of the Outstanding Shares that were outstanding immediately prior to the Effective Time. IfTime shall cease to have any rights with respect to such Outstanding Shares, after the Effective Time, Certificates are presented to the Surviving Corporation except as otherwise provided for herein or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article IIby Applicable Law.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article IIIII.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.I.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to before the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they the holder of Certificates shall be cancelled given a copy of the letter of transmittal referred to in Section 2.3(b) and exchanged for a check instructed to comply with the instructions in that letter of transmittal in order to receive the proper amount cash to which such holder is entitled pursuant to and subject to the requirements of this Article II2.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transferthe Exchange Agent, they shall be cancelled and exchanged for a check Initial Shares in accordance with Section 1.5(a), subject to Section 1.10 and to applicable law in the proper amount pursuant to and subject to the requirements case of this Article IIDissenting Shares.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article IIIII.

Closing of 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 on the stock transfer books of the Company or the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount relevant Merger Consideration pursuant to and subject to the requirements of this Article II.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Metro Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates certificates formerly representing Company Shares are presented to the Buyer or the Surviving Corporation or Parent for transferCorporation, they shall be cancelled and exchanged for a check the Merger Consideration in accordance with Section 1.5, subject to Section 1.11 and to applicable law in the proper amount pursuant to and subject to the requirements case of this Article IIDissenting Shares.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation or Parent for transferCorporation, they shall be cancelled and exchanged for a check in accordance with Section 1.5, subject to Sections 1.9, 1.10 and 1.11 and to applicable law in the proper amount pursuant to and subject to the requirements case of this Article IIDissenting Shares.

Closing of Transfer Books. At From and after the Effective Time, the stock transfer books of the Company shall be closedclosed and no transfer of Common Stock shall thereafter be made. From and after the Effective Time, and there shall be no further registration the holders of transfers on the stock transfer books Certificates evidencing ownership of the Surviving Corporation of the Outstanding Shares that were outstanding immediately prior to the Effective Time. IfTime shall cease to have any rights with respect to such Outstanding Shares, after the Effective Time, Certificates are presented to the Surviving Corporation except as otherwise provided for herein or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article IIby applicable law.

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates certificates and other Securities Documentation formerly representing Company Shares or the right to acquire Company Shares effective at the Closing are presented to the Buyer or the Surviving Corporation or Parent for transferCorporation, they shall be cancelled and exchanged for a check the Merger Consideration in accordance with Section 1.5, subject to Section 1.11 and to applicable law in the proper amount pursuant to and subject to the requirements case of this Article IIDissenting Shares.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to in accordance with the requirements procedures of this Article II.

Closing of Transfer Books. At or after the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the Shares that shares of Company Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transferCorporation, they shall be cancelled canceled and exchanged for a check the consideration deliverable in the proper amount respect thereof pursuant to and subject to this Agreement in accordance with the requirements of procedures set forth in this Article II2.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.

Closing of 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 on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.. -7-

Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, closed and there no transfer of Company Shares shall thereafter be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Timemade. If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or Parent for transferthe Exchange Agent, they shall be cancelled and exchanged for a check Initial Shares in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the proper amount pursuant to and subject to the requirements case of this Article IIDissenting Shares.