Common use of Book-Entry Transfer Clause in Contracts

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system Table of Contents of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date. Delivery of documents to DTC does not constitute delivery to the Depositary. No Guaranteed Delivery. We are not providing for guaranteed delivery procedures. Therefore, Audentes stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company, which is earlier than 12:00 midnight, New York City time, at the end of the day on the Expiration Date. In addition, for Audentes stockholders who are registered holders, the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (or in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary prior to 12:00 midnight, New York City time, at the end of the day on the Expiration Date. Audentes stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal. Tenders received by the Depositary after the Expiration Date will be disregarded and of no effect.

Appears in 1 contract

Samples: Merger Agreement (Astellas Pharma Inc.)

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Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system Table of Contents of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of TransmittalTransmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Offer Expiration DateTime. Delivery of documents to DTC does not constitute delivery to the Depositary. No Guaranteed Delivery. We are not providing for guaranteed delivery procedures. Therefore, Audentes the Company stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company, which is earlier than 12:00 midnight, New York City time, at the end of the day on the Expiration Date. In addition, for Audentes the Company stockholders who are registered holders, the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees and any other documents required by the Letter of Transmittal (or in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of TransmittalTransmittal and such other documents) and any other documents required by the Letter of Transmittal must be received by the Depositary prior to 12:00 midnightone minute after 11:59 p.m., New York City Eastern time, at the end of the day on the Expiration Date. Audentes The Company stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal. Tenders received by the Depositary after the Expiration Date will be disregarded and be of no effect.

Appears in 1 contract

Samples: Merger Agreement (Sanofi)

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system Table of Contents of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date. Delivery of documents to DTC does not constitute delivery to the Depositary. No Guaranteed Delivery. We are not providing for guaranteed delivery procedures. Therefore, Audentes ARMO stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company, which is earlier than 12:00 midnightone minute after 11:59 p.m., New York City Eastern time, at the end of the day on the Expiration Date. In addition, for Audentes ARMO stockholders who are registered holders, the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (or in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary prior to 12:00 midnightone minute after 11:59 p.m., New York City Eastern time, at the end of the day on the Expiration Date. Audentes ARMO stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal. Tenders received by the Depositary after the Expiration Date will be disregarded and of no effect.

Appears in 1 contract

Samples: Non Disclosure Agreement (Lilly Eli & Co)

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system Table of Contents of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s 's account at DTC in accordance with DTC’s 's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of TransmittalTransmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s 's Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date. , or the tendering stockholder must comply with the guaranteed delivery procedures described below under "Guaranteed Delivery." Delivery of documents to DTC does not constitute delivery to the Depositary. Signature Guarantees for Shares. No Guaranteed Delivery. We signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC's systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii) if the Shares are not providing for guaranteed delivery procedures. Therefore, Audentes stockholders must allow sufficient time tendered for the necessary tender procedures to be completed during normal business hours account of The Depository Trust Companya financial institution (including most commercial banks, which savings and loan associations and brokerage houses) that is earlier than 12:00 midnight, New York City time, at the end a member in good standing of the day on Security Transfer Agents Medallion Program or any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 of the Expiration DateExchange Act (each an "Eligible Institution" and collectively "Eligible Institutions"). In additionall other cases, for Audentes stockholders who are all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered holders, in the name of a person or persons other than the signers of the Letter of Transmittal, properly completed and or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executedexecuted stock powers, together in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with any required signature guarantees (the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the case Letter of a book-entry transfer, an Agent’s Message in lieu Transmittal. See Instructions 1 and 5 of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary prior to 12:00 midnight, New York City time, at the end of the day on the Expiration Date. Audentes stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal. Tenders received by the Depositary after the Expiration Date will be disregarded and of no effect.

Appears in 1 contract

Samples: Merger Agreement (Adobe Systems Inc)

Book-Entry Transfer. The Depositary Depository will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any , and any financial institution that is a participant in the system Table of Contents of DTC may make a book-entry delivery of Shares by causing the DTC to transfer such Shares into the Depositary’s Depository's account at DTC in accordance with the procedures of DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTCtransfer, either the Letter of TransmittalTransmittal (or manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, guarantees or an Agent’s 's Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary Depository at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date. Delivery of documents to DTC does not constitute delivery to , or the Depositary. No Guaranteed Delivery. We are not providing for guaranteed delivery proceduresprocedures described below must be complied with. ThereforeDELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITORY. Except as provided below, Audentes stockholders all signatures on all Letters of Transmittal must allow sufficient time be guaranteed by a recognized member of a Medallion Signature Guarantee Program (each of the foregoing, an "Eligible Institution"). Signatures on a Letter of Transmittal need not be guaranteed if: (1) the Letter of Transmittal is signed by a registered holder of the Shares tendered therewith, and such holder has not completed either the box entitled "Special Payment Instructions," or the box entitled "Special Delivery Instructions" on the Letter of Transmittal; or (2) such Shares are tendered for the necessary tender procedures to be completed during normal business hours account of The Depository Trust Company, which is earlier than 12:00 midnight, New York City time, at an Eligible Institution. 33 36 If the end of the day on the Expiration Date. In addition, for Audentes stockholders who certificates evidencing Shares are registered holders, in the name of a person other than the signer of the Letter of Transmittal, properly completed and duly executedor if payment is to be made or certificates for Shares which are not tendered or accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, together then such tendered certificates must be endorsed or accompanied by appropriate stock powers signed exactly as the name or names of the registered holder or holders appear on the certificates, with any required signature guarantees (the signature(s) on the certificate or in the case of a book-entry transfer, an Agent’s Message in lieu stock powers guaranteed as described above. See Instruction 5 of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary prior to 12:00 midnight, New York City time, at the end of the day on the Expiration Date. Audentes stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal. Tenders received by the Depositary after the Expiration Date will be disregarded and of no effect.(c)

Appears in 1 contract

Samples: Merger Agreement (Pinault Printemps Redoute Sa Et Al)

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Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system Table of Contents of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of TransmittalTransmittal (or a manually signed facsimile thereof), properly completed and duly 6 Table of Contents executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration DateDate or the expiration of the subsequent offering period, if any, or the tendering stockholder must comply with the guaranteed delivery procedure described below. Delivery of documents to DTC does not constitute delivery to the Depositary. Signature Guarantees. No Guaranteed Delivery. We signature guarantee is required on the Letter of Transmittal (1) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (2) if the Shares are not providing for guaranteed delivery procedures. Therefore, Audentes stockholders must allow sufficient time tendered for the necessary tender procedures to be completed during normal business hours account of The Depository Trust Companya financial institution (including most commercial banks, which savings and loan associations and brokerage houses) that is earlier than 12:00 midnight, New York City time, at a member in good standing in the end Securities Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the day on the Expiration DateExchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In additionall other cases, for Audentes stockholders who are all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered holders, in the name of a person or persons other than the signer of the Letter of Transmittal, properly completed and or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name of a person other than the registered holder, then the Share Certificate must be endorsed or accompanied by duly executedexecuted stock powers, together in either case signed exactly as the name of the registered holder appears on the Share Certificate, with any required the signature guarantees (on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the case Letter of a book-entry transfer, an Agent’s Message in lieu Transmittal. See Instructions 1 and 5 of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary prior to 12:00 midnight, New York City time, at the end of the day on the Expiration Date. Audentes stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal. Tenders received by the Depositary after the Expiration Date will be disregarded and of no effect.

Appears in 1 contract

Samples: Merger Agreement (Galaxy Dream Corp)

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system Table of Contents of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of TransmittalTransmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedure described below. Delivery of documents to DTC does not constitute delivery to the Depositary. Signature Guarantees. No Guaranteed Delivery. We signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal or (ii) if the Shares are not providing for guaranteed delivery procedures. Therefore, Audentes stockholders must allow sufficient time tendered for the necessary tender procedures to be completed during normal business hours account of The Depository Trust Companya financial institution (including most commercial banks, which savings and loan associations and brokerage houses) that is earlier than 12:00 midnight, New York City time, at a member in goodstanding in the end Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the day on the Expiration DateExchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In additionall other cases, for Audentes stockholders who are all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered holders, in the name of a person or persons other than the signer of the Letter of Transmittal, properly completed and or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executedexecuted stock powers, together in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with any required signature guarantees (the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the case Letter of a book-entry transfer, an Agent’s Message in lieu Transmittal. See Instructions 1 and 5 of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary prior to 12:00 midnight, New York City time, at the end of the day on the Expiration Date. Audentes stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal. Tenders received by the Depositary after the Expiration Date will be disregarded and of no effect.

Appears in 1 contract

Samples: Merger Agreement (ASP GT Holding Corp.)

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system Table of Contents of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date. Delivery of documents to DTC does not constitute delivery to the Depositary. No Guaranteed Delivery. We are not providing for guaranteed delivery procedures. Therefore, Audentes Loxo Oncology stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company, which is earlier than 12:00 midnightone minute after 11:59 p.m., New York City Eastern time, at the end of the day on the Expiration Date. In addition, for Audentes Loxo Oncology stockholders who are registered holders, the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (or in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by Table of Contents the Depositary prior to 12:00 midnightone minute after 11:59 p.m., New York City Eastern time, at the end of the day on the Expiration Date. Audentes Loxo Oncology stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal. Tenders received by the Depositary after the Expiration Date will be disregarded and of no effect.

Appears in 1 contract

Samples: Lilly Eli & Co

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