Common use of Transfer Books; No Further Ownership Rights Clause in Contracts

Transfer Books; No Further Ownership Rights. The Per Share Merger Consideration paid in respect of the Shares upon the surrender for exchange of Share Certificates or for Uncertificated Shares and the Per ADS Merger Consideration paid in respect of the ADSs, in each case, in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by such Share Certificates or Uncertificated Shares and the ADSs, and at the Effective Time, the register of members of the Company shall be closed and thereafter there shall be no further registration of transfers on the register of members of the Surviving Company of Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Share Certificates or Uncertificated Shares outstanding immediately prior to the Effective Time and ADSs outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares and ADSs, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, any Share Certificate is presented to the Surviving Company, Parent or the Paying Agent for transfer or any other reason, such Share Certificate shall be cancelled and except for the Excluded Shares, exchanged for the cash amount in immediately available funds to which the holder of the Share Certificate is entitled pursuant to this Article III.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (ChinaEquity USD Fund I L.P.), Agreement and Plan of Merger (Cnshangquan E-Commerce Co., Ltd.), Agreement and Plan of Merger (Mecox Lane LTD)

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Transfer Books; No Further Ownership Rights. The Per Share aggregate Merger Consideration paid in respect of Shares entitled to receive the Shares Merger Consideration pursuant to Section 3.1(a) upon the surrender for exchange of Share Certificates or for Uncertificated Shares Book-Entry Shares, and the Per ADS Merger Consideration paid payment resulting from the procedure in respect Section 179 of the ADSsBVI Companies Act with respect to Shares owned by Dissenting Shareholders, in each case, case in accordance with the terms of this Article III III, shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by such Share Certificates or Uncertificated Shares and the ADSsShares, and at the Effective Time, the register of members of the Company shall be closed and thereafter there shall be no further registration of transfers on the register of members of the Surviving Company Corporation of Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Share Certificates or Uncertificated Shares outstanding immediately prior to the Effective Time and ADSs outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares and ADSsShares, except as otherwise provided for herein or by applicable Law. IfSubject to the last sentence of Section 3.2(f), if, after the Effective Time, any Share Certificate is presented to the Surviving CompanyCorporation, Parent or the Paying Agent for transfer or any other reason, such Share Certificate shall be cancelled and except for the Excluded Shares, shall be exchanged for the cash amount in immediately available funds to which the holder of the Share Certificate is entitled pursuant to this Article III.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Newater Technology, Inc.), Agreement and Plan of Merger

Transfer Books; No Further Ownership Rights. The Per Share Merger Consideration paid in respect of Shares entitled to receive the Shares Per Share Merger Consideration pursuant to Section 3.1(a) upon the surrender for exchange of Share Certificates or for Uncertificated Shares Book-Entry Shares, and the Per ADS Merger Consideration paid payment resulting from the procedure in respect Section 179 of the ADSsBVI Companies Act with respect to Shares owned by Dissenting Shareholders, in each case, case in accordance with the terms of this Article III III, shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by such Share Certificates or Uncertificated Shares and the ADSsShares, and and, at the Effective Time, the register of members of the Company shall be closed and thereafter there shall be no further registration of transfers on the register of members of the Surviving Company Corporation of Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Share Certificates or Uncertificated Shares outstanding immediately prior to the Effective Time and ADSs outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares and ADSsShares, except as otherwise provided for herein or by applicable Law. IfSubject to the last sentence of Section 3.2(f), if, after the Effective Time, any Share Certificate is presented to the Surviving CompanyCorporation, Parent or the Paying Agent for transfer or any other reason, such Share Certificate shall be cancelled and except for the Excluded Shares, shall be exchanged for the cash amount in immediately available funds to which the holder of the Share Certificate is entitled pursuant to this Article III.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (New Horizon Capital Iii, L.P.), Agreement and Plan of Merger (Exceed Co Ltd.)

Transfer Books; No Further Ownership Rights. The Per Share Merger Consideration and Per ADS Merger Consideration paid in respect of the Shares upon the surrender for their exchange of Share Certificates or for Uncertificated Shares and the Per ADS Merger Consideration paid in respect of the ADSs, in each case, in accordance with the terms of this Article III ARTICLE IV shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously (including Shares represented by such Share Certificates or Uncertificated Shares and the ADSs), and at the Effective Time, the register of members of the Company shall be closed and thereafter there shall be no further registration of transfers on the register of members of the Surviving Company Corporation of Shares that were 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. From and after the Effective Time, the holders of Uncertificated Shares and Share Certificates or Uncertificated that evidenced ownership of Shares outstanding immediately prior to the Effective Time and ADSs outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares and ADSsShares, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, any Share Certificate or indemnity in relation to any missing Share Certificate, Uncertificated Share (together with such other documents and/or instrument of transfer as required under Section 4.2(b)) or ADS is presented to the Surviving CompanyCorporation, Parent Holdings or the Paying Agent for transfer or any other reason, the Shares underlying such Share Certificate Certificate, Uncertificated Share or ADS shall be cancelled and (except for the Excluded Shares, ) exchanged for the cash amount as provided in immediately available funds to which the holder of the Share Certificate is entitled pursuant to this Article IIIARTICLE IV.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ChinaEdu CORP)

Transfer Books; No Further Ownership Rights. The Per Share Merger Consideration and the Per ADS Merger Consideration paid in respect of Shares entitled to receive the Shares Per Share Merger Consideration pursuant to Section 3.1(a) upon the surrender for exchange of Share Certificates or for Uncertificated Shares Book-Entry Shares, and the Per ADS Merger Consideration paid payment resulting from the procedure in respect Section 179 of the ADSsBVI Companies Act with respect to Shares owned by Dissenting Shareholders, in each case, case in accordance with the terms of this Article III III, shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by such Share Certificates or Uncertificated Shares and the ADSsShares, and at the Effective Time, the register of members of the Company shall be closed and thereafter there shall be no further registration of transfers on the register of members of the Surviving Company Corporation of Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Share Certificates or Uncertificated Shares outstanding immediately prior to the Effective Time and ADSs outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares and ADSsShares, except as otherwise provided for herein or by applicable Law. IfSubject to the last sentence of Section 3.2(f), if, after the Effective Time, any Share Certificate is presented to the Surviving CompanyCorporation, Parent or the Paying Agent for transfer or any other reason, such Share Certificate shall be cancelled and except for the Excluded Shares, shall be exchanged for the cash amount in immediately available funds to which the holder of the Share Certificate is entitled pursuant to this Article III.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Camelot Information Systems Inc.)

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Transfer Books; No Further Ownership Rights. The Per Share Merger Consideration and Per ADS Merger Consideration paid in respect of the Shares upon the surrender for their exchange of Share Certificates or for Uncertificated Shares and the Per ADS Merger Consideration paid in respect of the ADSs, in each case, in accordance with the terms of this Article III ARTICLE IV shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously (including Shares represented by such Share Certificates or Uncertificated Shares and the ADSs), and at the Effective Time, the register of members of the Company shall be closed and thereafter there shall be no further registration of transfers on the register of members of the Surviving Company Corporation of Shares that were 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. From and after the Effective Time, the holders of Share Certificates or Uncertificated that evidenced ownership of Shares outstanding immediately prior to the Effective Time and ADSs outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares and ADSsShares, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, any Share Certificate or indemnity in relation to any missing Share Certificate, Uncertificated Share (together with such other documents as required under Section 4.2(b)) or ADS is presented to the Surviving CompanyCorporation, Parent or the Paying Agent for transfer or any other reason, the shares underlying such Share Certificate Certificate, Uncertificated Share or ADS shall be cancelled and (except for the Excluded Shares, ) exchanged for the cash amount as provided in immediately available funds to which the holder of the Share Certificate is entitled pursuant to this Article IIIARTICLE IV.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ShangPharma Corp)

Transfer Books; No Further Ownership Rights. The Per Share Merger Consideration and the Per ADS Merger Consideration paid in respect of the Shares (including Shares represented by ADSs) upon the surrender for exchange of Share Certificates or for Uncertificated Shares and the Per ADS Merger Consideration paid in respect of the ADSs, in each case, 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 the Shares previously represented by such Share Certificates or Uncertificated Shares and the ADSsShares, and at the Effective Time, the register of members of the Company shall be closed and thereafter there shall be no further registration of transfers on the register of members of the Surviving Company of Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Shares (whether represented by Share Certificates or Uncertificated Shares outstanding immediately prior to the Effective Time and ADSs Shares) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares and ADSsShares, except as otherwise provided for herein or by applicable Lawlaw. If, after the Effective Time, any Share Certificate is presented to the Surviving Company, Parent or the Paying Agent for transfer or any other reason, such Share Certificate shall be cancelled and except for the Excluded Shares, exchanged for the cash amount in immediately available funds to which the holder of the Share Certificate is entitled pursuant to this Article IIIII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xueda Education Group)

Transfer Books; No Further Ownership Rights. The Per Share Merger Consideration paid in respect of the Shares (including upon the surrender for exchange of Share Certificates or for Uncertificated Shares Shares), and the Per ADS Merger Consideration paid in respect of the ADSs, in each case, in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by such Share Certificates or Uncertificated Shares and the ADSs, and at the Effective Time, the register of members of the Company shall be closed and thereafter there shall be no further registration of transfers on the register of members of the Surviving Company Corporation of Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Share Certificates or Uncertificated Shares that evidenced ownership of Shares outstanding immediately prior to the Effective Time and ADSs outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares and ADSs, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, any Share Certificate is presented to the Surviving CompanyCorporation, Parent or the Paying Agent for transfer or any other reason, such Share Certificate shall be cancelled and except for the Excluded Shares and Dissenting Shares, exchanged for the cash amount in immediately available funds to which the holder of the Share Certificate is entitled pursuant to this Article III.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SKY-MOBI LTD)

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