Common use of No Further Ownership Rights in Common Shares Clause in Contracts

No Further Ownership Rights in Common Shares. The Aggregate Merger Consideration paid in accordance with the terms of this Article II upon conversion of any Common Shares and any Company Share Awards shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Common Shares or Company Share Awards, as applicable. From and after the Effective Time, there shall be no further registration of transfers on the share transfer books of the Surviving Company of Common Shares or Company Share Awards that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates (or Book-Entry Shares) representing Common Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Common Shares, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, any Certificates formerly representing Common Shares (or Common Shares held in book-entry form) are presented to Parent or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II, subject to applicable Law in the case of Dissenting Shares.

Appears in 4 contracts

Samples: Merger Agreement (Arch Capital Group Ltd.), Merger Agreement (Watford Holdings Ltd.), Merger Agreement (Marubeni Corp /Fi)

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No Further Ownership Rights in Common Shares. The Aggregate Per Share Merger Consideration Consideration, when actually paid in accordance with the terms of this Article II upon conversion ‎II in respect of any each cancelled Common Shares and any Company Share Awards shall Share, will be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Common Shares or Company Share Awards, as applicableShare. From and after the Effective Time, there shall will be no further registration of transfers on the share transfer books of the Surviving Company of Common Shares or Company Share Awards that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates (or Book-Entry Shares) representing Common Shares outstanding immediately prior to the Effective Time shall will cease to have any rights with respect to such Common Shares, except as otherwise provided for herein in this Agreement (including ‎Section 2.01(c)) or by applicable Law. If, after the Effective Time, any Certificates formerly representing Common Shares (or Common Shares held in book-entry form) are presented to Parent Parent, the Surviving Company, or the Paying Agent for any reason, they shall will be canceled and exchanged cancelled as provided in this Article II‎II, subject with the holder thereof entitled to applicable Law receive the Per Share Merger Consideration payable in respect of the Common Shares represented thereby pursuant to Section ‎2.01 and, in the case of Dissenting Shares, subject to applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Arco Platform Ltd.)

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