No Transfers. From and after the Effective Time, (a) no transfers of Ordinary Shares shall be effected in the register of members of the Company, and (b) the holders of Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Ordinary Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Share Certificates presented to the Paying Agent, Parent or Surviving Company for transfer or any other reason shall be canceled and (except for the Excluded Shares) exchanged for the cash consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Alibaba Group Holding LTD), Merger Agreement (Chuanwei Zhang), Merger Agreement (China Ming Yang Wind Power Group LTD)
No Transfers. From and after the Effective Time, (a) no transfers of Ordinary Shares shall be effected in the register of members of the Company, and (b) the holders of Ordinary Shares (including Ordinary Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Ordinary Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Share Certificates presented to the Paying Agent, Parent or Surviving Company for transfer or any other reason shall be canceled and (except for the Excluded Share Certificates representing Rollover Shares) exchanged shall be canceled, in exchange for the right to receive the cash consideration to which the holders thereof are entitled pursuant to Section 2.01(a)under this Article II, in the case of Shares other than the Excluded Shares, and for no consideration, in the case of Excluded Shares.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Ocean Imagination L.P.), Agreement and Plan of Merger (Zhang Ray Ruiping), Agreement and Plan of Merger (Ctrip Investment Holding Ltd.)
No Transfers. From and after the Effective Time, (a) no transfers of Ordinary Shares shall be effected in the register of members of the Company, and (b) the holders of Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Ordinary Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Share Certificates presented to the Paying Agent, Parent THL or Surviving Company for transfer or any other reason shall be canceled and cancelled (except for the Excluded Shares) exchanged in exchange for the right to receive the cash consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 3 contracts
Samples: Plan of Merger (Sogou Inc.), Merger Agreement (Sohu.com LTD), Merger Agreement (Sogou Inc.)
No Transfers. From and after the Effective Time, (a) no transfers of Ordinary Shares shall be effected in the register of members of the Company, and (b) the holders of Ordinary Shares (including Ordinary Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Ordinary Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Share Certificates presented to the Paying Agent, Parent or Surviving Company for transfer or any other reason shall be canceled and (except for the Excluded Shares and the Dissenting Shares) exchanged in exchange for the right to receive the cash consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Merger Agreement (Qunar Cayman Islands Ltd.), Merger Agreement (Airmedia Group Inc.)
No Transfers. From and after the Effective Time, (a) no transfers of Ordinary Shares shall be effected in the register of members of the Company, and (b) the holders of Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Ordinary Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Share Certificates presented to the Paying Agent, Parent or Surviving Company for transfer or any other reason shall be canceled and (except for the Excluded Shares and the Dissenting Shares) exchanged in exchange for the right to receive the cash consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 1 contract
No Transfers. From and after the Effective Time, (a) no transfers of Ordinary Shares shall be effected in the register of members of the Company, and (b) the holders of Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Ordinary Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Share Certificates presented to the Paying Agent, Parent or Surviving Company Corporation for transfer or any other reason shall be canceled and (except for the Excluded Shares and the Dissenting Shares) exchanged in exchange for the right to receive the cash consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 1 contract
No Transfers. From and after the Effective Time, (a) no transfers transfer of Ordinary Shares shall be effected in the register of members of the Company, and (b) the holders of Ordinary Shares (including Ordinary Class A Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Ordinary Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Share Certificates Certificate presented to the Paying Agent, Parent or Surviving Company for transfer or any other reason shall be canceled and (except for the Excluded Shares and the Dissenting Shares) exchanged in exchange for the right to receive the cash consideration to which the holders thereof are entitled pursuant to Section 2.01(a)Article II.
Appears in 1 contract
No Transfers. From and after the Effective Time, (a) no transfers of Ordinary Shares shall be effected in the register of members of the Company, and (b) the holders of Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Ordinary Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Share Certificates presented to the Paying Agent, Parent or the Surviving Company Corporation for transfer or any other reason shall be canceled and (except for the Excluded Shares and the Dissenting Shares) exchanged in consideration for the right to receive the cash consideration to which the holders thereof of the Shares represented thereby are entitled pursuant to Section 2.01(a).
Appears in 1 contract
No Transfers. From and after the Effective Time, (a) no transfers of Ordinary Shares shall be effected in the register of members of the Company, and (b) the holders of Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Ordinary Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Share Certificates presented to the Paying Agent, Parent or Surviving Company Corporation for transfer or any other reason shall be canceled and (except for the Excluded Shares) exchanged for the cash consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
Appears in 1 contract
No Transfers. From and after the Effective Time, (a) no transfers of Ordinary Shares shall be effected in the register of members of the Company, and (b) the holders of Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Ordinary Shares, except as otherwise provided in this Agreement or by applicable Law. On or after the Effective Time, any Share Certificates presented to the Paying Agent, Parent or the Surviving Company for transfer or any other reason shall be canceled and (except for the Excluded Shares and the Dissenting Shares) exchanged in exchange for the right to receive the cash consideration to which the holders thereof are entitled pursuant to Section 2.01(a)this Article II.
Appears in 1 contract
No Transfers. From and after the Effective Time, (a) no transfers of Ordinary Shares shall be effected in the register of members of the Company, and (b) the holders of Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Ordinary Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Share Certificates presented to the Paying Agent, Parent THL or Surviving Company for transfer or any other reason shall be canceled and cancelled (except for the Excluded Shares) exchanged in exchange for the right to receive the cash consideration to which the holders thereof are entitled pursuant to Section Section 2.01(a).
Appears in 1 contract
