Common use of Company Shares and ADSs Clause in Contracts

Company Shares and ADSs. Each Company Share (including Company Shares represented by ADSs) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Founder Shares) shall be canceled and cease to exist in exchange for the right to receive $0.725 in cash without interest (the “Per Share Merger Consideration”), payable in the manner provided in Section 3.2 (or in the case of a Company Share represented by a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.4). For the avoidance of doubt, because each ADS represents eight (8) Company Shares, each ADS that is issued and outstanding immediately prior to the Effective Time (other than ADSs that represent Excluded Shares or Founder Shares) shall represent the right to surrender the ADS in exchange for $5.80 in cash without interest (the “Per ADS Merger Consideration”) subject to the terms and conditions set forth in this Agreement and in the Deposit Agreement.

Appears in 1 contract

Samples: Merger Agreement (China Nuokang Bio-Pharmaceutical Inc.)

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Company Shares and ADSs. Each Company Share (including Company Shares represented by ADSs) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Founder Shares) shall be canceled and cease to exist in exchange for and automatically converted, subject to Section 2.7(b), into the right to receive $0.725 3.375 in cash without interest (the “Per Share Merger Consideration”), ) payable in the manner provided in Section 3.2 2.8 (or in the case of a Company Share represented by a lost, stolen or destroyed certificateCertificate, upon delivery of an affidavit in the manner provided in Section 3.4)2.11) and the register of members of the Company shall be amended accordingly. For the avoidance of doubt, because each ADS represents eight four (8) 4) Company Shares, each ADS (other than ADSs representing Excluded Shares) that is issued and outstanding immediately prior to the Effective Time (other than ADSs that represent Excluded Shares or Founder Shares) shall represent the right to surrender the ADS in exchange for $5.80 13.50 in cash without interest (the Per ADS Merger Consideration”) subject to the terms and conditions set forth in this Agreement and in the Deposit Agreement.

Appears in 1 contract

Samples: Merger Agreement (Vimicro International CORP)

Company Shares and ADSs. Each Company Share (including Company Shares represented by ADSs) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Founder Shares) shall be canceled and cease to exist exist, subject to Section 2.7(b), in exchange for the right to receive $0.725 0.57 in cash without interest (the “Per Share Merger Consideration”), ) payable in the manner provided in Section 3.2 2.8 (or in the case of a Company Share represented by a lost, stolen or destroyed certificateCertificate, upon delivery of an affidavit in the manner provided in Section 3.4)2.11) and the register of members of the Surviving Corporation shall be amended accordingly. For the avoidance of doubt, because each ADS represents eight ten (8) 10) Company Shares, each ADS (other than ADSs representing Excluded Shares) that is issued and outstanding immediately prior to the Effective Time (other than ADSs that represent Excluded Shares or Founder Shares) shall represent the right to surrender the ADS in exchange for receive $5.80 5.70 in cash without interest (the “Per ADS Merger Consideration”) subject to the terms and conditions set forth in this Agreement and in the Deposit Agreement.

Appears in 1 contract

Samples: Merger Agreement (Liu Tianwen)

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Company Shares and ADSs. Each Company Share (including Company Shares represented by ADSs) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Founder Shares) shall be canceled and cease to exist in exchange for and automatically converted, subject to Section 2.7(b), into the right to receive $0.725 0.232 in cash without interest (the “Per Share Merger Consideration”), ) payable in the manner provided in Section 3.2 2.8(c) (or in the case of a Company Share represented by a lost, stolen or destroyed certificateCertificate, upon delivery of an affidavit in the manner provided in Section 3.4)2.11) and the register of members of the Company shall be amended accordingly. For the avoidance of doubt, because each ADS represents eight fifty (8) 50) Company Shares, each ADS (other than ADSs representing Excluded Shares) that is issued and outstanding immediately prior to the Effective Time (other than ADSs that represent Excluded Shares or Founder Shares) shall represent the right to surrender the ADS in exchange for receive $5.80 11.60 in cash without interest (the “Per ADS Merger Consideration”) subject to the terms and conditions set forth in this Agreement and in the Deposit Agreement.

Appears in 1 contract

Samples: Merger Agreement (Trina Solar LTD)

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