Common use of No Further Ownership Rights Clause in Contracts

No Further Ownership Rights. From and after the Effective Time, all Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and cease to exist, and all ADSs shall be surrendered, and each holder of a Company Share or ADSs representing any Company Shares shall cease to have any rights with respect thereto, except as otherwise provided for in this Agreement and the Cayman Companies Act. The Per Share Merger Consideration and the Per ADS Merger Consideration paid for each Company Share (other than Excluded Shares) or ADS (other than ADSs representing Excluded Shares) in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares (including Company Shares represented by ADSs). From and after the Effective Time, there shall be no further registration of transfers of shares on the register of members of the Surviving Company of any Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates, Uncertificated Shares or ADSs are presented to the Surviving Company for any reason, they shall be surrendered, cancelled or exchanged as provided in this Article III.

Appears in 1 contract

Samples: Merger Agreement (Hailiang Education Group Inc.)

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No Further Ownership Rights. From and after the Effective Time, all Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and outstanding, all Company Shares shall automatically be cancelled and cease to exist, and all ADSs shall be surrendered, and each holder of a Company Share or ADSs representing any Company Shares shall cease to have any rights with respect thereto, except as otherwise provided the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration payable for each of such Company Shares or ADSs upon the cancellation of each of such Company Shares or ADSs in this Agreement and accordance with the Cayman Companies Actprovisions of Section 3.2. The Per Share Merger Consideration and the Per ADS Merger Consideration paid for each Company Share (other than Excluded Shares) or ADS (other than ADSs representing Excluded Shares) in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares (including Company Shares represented by ADSs). From and after the Effective Time, there shall be no further registration of transfers of shares on the register of members records of the Surviving Company of any Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates, Uncertificated Shares or ADSs are presented to the Surviving Company for any reason, they shall be surrendered, cancelled canceled or exchanged as provided in this Article III.

Appears in 1 contract

Samples: Merger Agreement (Qihoo 360 Technology Co LTD)

No Further Ownership Rights. From and after the Effective Time, all Company Shares (including Company Shares represented by ADSs) and ADSs shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each holder of any Certificates, Uncertificated Shares or ADSs theretofore representing any Company Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, payable therefor upon the surrender thereof in accordance with the provisions of Section 2.8. The Per Share Merger Consideration and the Per ADS Merger Consideration paid to holders of Company Shares (including Company Shares represented by ADSs) other than the Excluded Shares in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and cease to existTime, and all ADSs shall be surrendered, and each holder of a Company Share or ADSs representing any Company Shares shall cease to have any rights with respect thereto, except as otherwise provided for in this Agreement and the Cayman Companies Act. The Per Share Merger Consideration and the Per ADS Merger Consideration paid for each Company Share (other than Excluded Shares) or ADS (other than ADSs representing Excluded Shares) transfers to reflect, in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares (including Company Shares represented by ADSs). From and after the Effective Timecustomary settlement procedures, there shall be no further registration of transfers of shares on the register of members of the Surviving Company of any Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately trades effected prior to the Effective Time. If, after the Effective Time, Certificates, Uncertificated Shares or ADSs are presented to the Surviving Company Corporation for any reason, they shall be surrendered, cancelled or canceled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Merger Agreement (Trina Solar LTD)

No Further Ownership Rights. From and after the Effective Time, all Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and outstanding, all Company Shares (including Company Shares represented by ADSs) shall automatically be cancelled cancelled, retired and cease to exist, and all ADSs shall be surrendered, and each holder of a Company Share Certificate, Uncertificated Shares or ADSs theretofore representing any Company Shares shall cease to have any rights with respect thereto, except as otherwise provided for the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration payable therefor upon the surrender thereof in this Agreement and accordance with the Cayman Companies Actprovisions of Section 2.8. The Per Share Merger Consideration and the Per ADS Merger Consideration paid for each Company Share (other than Excluded Shares) or ADS (other than ADSs representing Excluded Shares) in accordance with the terms of this Article III II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares (including Company Shares represented by ADSs). From and after the Effective Time, there shall be no further registration of transfers of shares on the register of members records of the Surviving Company Corporation of any Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates, Uncertificated Shares or ADSs are presented to the Surviving Company Corporation for any reason, they shall be surrendered, cancelled or canceled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Merger Agreement (WSP Holdings LTD)

No Further Ownership Rights. From and after the Effective Time, all Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and cease to exist, and all ADSs shall be surrendered, and each holder of a Company Share or ADSs representing any Company Shares shall cease to have any rights with respect thereto, except as otherwise provided for in this Agreement and the Cayman Companies Act. The Per Share Merger Consideration and the Per ADS applicable Merger Consideration paid for each in respect of shares of Company Share (other than Excluded Shares) Capital Stock or ADS (other than ADSs representing Excluded Shares) OpCo Common Units in accordance with the terms of this Article III II shall be deemed to have been paid in full satisfaction of all rights pertaining to such the shares of Company Shares (including Company Shares Capital Stock or OpCo Common Units, as applicable, previously represented by ADSs). From such Book Entry Interests, and after at the Company Merger Effective Time, the stock transfer books of the Company shall be closed, and at the OpCo Merger Effective Time, the transfer books of OpCo shall be closed, and there shall be no further registration of transfers of shares on transfers, in the register of members case of the Surviving Corporation, on the stock transfer books of the Surviving Corporation of the shares of Company of any Company Shares (including Company Shares represented by ADSs) Capital Stock that were issued and outstanding immediately prior to the Company Merger Effective Time and, in the case of the Surviving LLC, on the transfer books of the Surviving LLC of the OpCo Common Units that were outstanding immediately prior to the OpCo Merger Effective Time. If, From and after the Company Merger Effective Time or the OpCo Merger Effective Time, Certificatesas applicable, Uncertificated Shares the holders of Book Entry Interests outstanding immediately prior to the Company Merger Effective Time or ADSs the OpCo Merger Effective Time, as applicable, shall cease to have any rights with respect to such interests, except as otherwise provided for herein or by applicable Law. Subject to the last sentence of Section 2.04(d), if, at any time after the Company Merger Effective Time or the OpCo Merger Effective Time, Book Entry Interests are presented to the Surviving Company Corporation or the Surviving LLC, as applicable, for any reason, they shall be surrendered, cancelled or canceled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Merger Agreement (Radius Global Infrastructure, Inc.)

No Further Ownership Rights. From and after the Effective Time, all Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to the Effective Time ADSs shall no longer be outstanding and shall automatically be cancelled cancelled, retired and cease to exist, and all ADSs shall be surrendered, and each holder of a Company Share any Certificates, Uncertificated Shares or ADSs theretofore representing any Company Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration, as otherwise provided for applicable, payable therefor upon the surrender thereof in this Agreement and accordance with the Cayman Companies Actprovisions of Section 2.8. The Per Share Merger Consideration and the Per ADS Merger Consideration paid for each Company Share (other than Excluded Shares) or ADS (other than ADSs representing Excluded Shares) in accordance with the terms of this Article III II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares (including Company Shares represented by ADSs). From and after the Effective Time, there shall be no further registration of transfers of shares on the register of members records of the Surviving Company Corporation of any Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. IfSubject to Section 2.11, if, after the Effective Time, Certificates, Uncertificated Shares or ADSs are presented to the Surviving Company Corporation for any reason, they shall be surrendered, cancelled or canceled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Merger Agreement (Liu Tianwen)

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No Further Ownership Rights. From and after the Effective Time, all Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to (excluding the Effective Time Founder Shares) shall no longer be outstanding and outstanding, all Company Shares (excluding the Founder Shares) shall automatically be cancelled and cease to exist, and all ADSs shall be surrendered, and each holder of a Company Share (excluding the Founder Shares) or ADSs representing any Company Shares shall cease to have any rights with respect thereto, except as otherwise provided for the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration payable therefor upon the cancellation thereof in this Agreement and accordance with the Cayman Companies Actprovisions of Section 3.2. The Per Share Merger Consideration and the Per ADS Merger Consideration paid for each Company Share (other than Excluded Shares) or ADS (other than ADSs representing Excluded Shares) in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares (including Company Shares represented by ADSs). From and after the Effective Time, there shall be no further registration of transfers of shares on the register of members records of the Surviving Company Corporation of any Company Shares (including Company Shares represented by ADSs) (excluding the Founder Shares) that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, CertificatesCertificates (other than any Certificates in respect of the Founder Shares), Uncertificated Shares or ADSs are presented to the Surviving Company Corporation for any reason, they shall be surrendered, cancelled or canceled, exchanged as provided in this Article III.

Appears in 1 contract

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

No Further Ownership Rights. From and after the Effective Time, all Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled cancelled, retired and cease to exist, and all ADSs shall be surrendered, and each holder of a Company Share Certificate, Uncertificated Shares or ADSs theretofore representing any Company Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration, as otherwise provided for applicable, payable therefor upon the surrender thereof in this Agreement and accordance with the Cayman Companies Actprovisions of Section 2.8. The Per Share Merger Consideration and the Per ADS Merger Consideration paid for each Company Share (other than Excluded Shares) or ADS (other than ADSs representing Excluded Shares) in accordance with the terms of this Article III II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares (including Company Shares represented by ADSs). From and after the Effective Time, there shall be no further registration of transfers of shares on the register of members records of the Surviving Company of any Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates, Uncertificated Shares or ADSs are presented to the Surviving Company for any reason, they shall be surrendered, cancelled or canceled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Merger Agreement (Vimicro International CORP)

No Further Ownership Rights. From and after the Effective Time, all Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and outstanding, all Company Shares shall automatically be cancelled and cease to exist, and all ADSs shall be surrendered, and each holder of a Company Share or ADSs representing any Company Shares shall cease to have any rights with respect thereto, except as otherwise provided the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration payable for each of such Company Shares (other than Excluded Shares) or ADSs (other than ADS representing Excluded Shares) upon the cancellation of each of such Company Shares or ADSs in this Agreement and accordance with the Cayman Companies Actprovisions of Section 3.2. The Per Share Merger Consideration and the Per ADS Merger Consideration paid for each Company Share (other than Excluded Shares) or ADS (other than ADSs representing Excluded Shares) in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares (including Company Shares represented by ADSs). From and after the Effective Time, there shall be no further registration of transfers of shares on the register of members records of the Surviving Company of any Company Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates, Uncertificated Shares or ADSs are presented to the Surviving Company for any reason, they shall be surrendered, cancelled canceled or exchanged as provided in this Article III.

Appears in 1 contract

Samples: Merger Agreement (Bona Film Group LTD)

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