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 (including Shares represented by ADSs) upon the surrender for exchange of Share Certificates or for Uncertificated 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 the Shares previously represented by such Share Certificates or Uncertificated Shares, 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 Corporation of Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Shares (including Shares represented by ADSs) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, any Share Certificate is presented to the Surviving Corporation, Parent or the Paying Agent for transfer or any other reason, such Share Certificate shall be cancelled and (except for Rollover 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: Merger Agreement (Sequoia Capital China I Lp), Merger Agreement (Le Gaga Holdings LTD), Merger Agreement (Chiu Na Lai)

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Transfer Books; No Further Ownership Rights. The Per Share 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 in accordance with the terms of this ARTICLE 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 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 Corporation of Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Shares (including Shares represented by ADSs) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, any Share Certificate is presented to the Surviving Corporation, Parent or the Paying Agent for transfer or any other reason, such Share Certificate shall be cancelled and (except for Rollover Shares) exchanged for the cash amount in immediately available funds to which the holder of the Share Certificate is entitled pursuant to this ARTICLE Article III.

Appears in 2 contracts

Samples: Merger Agreement (NewQuest Asia Fund I, L.P.), Merger Agreement (China Hydroelectric Corp)

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

Appears in 1 contract

Samples: Merger Agreement (SYSWIN Inc.)

Transfer Books; No Further Ownership Rights. The Per Share Merger Consideration paid in respect of Shares entitled to receive the Shares (including Shares represented by ADSsPer Share Merger Consideration pursuant to Section 3.1(a) upon the surrender for exchange of Share Certificates or for Uncertificated Book-Entry Shares in accordance with the terms of this ARTICLE III 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 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 Corporation of Shares that were outstanding immediately prior to the Effective Time, other than with respect to shares held by Dissenting Shareholders. From and after the Effective Time, the holders of Shares (including Shares represented by ADSs) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, 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 Corporation, Parent or the Paying Agent for transfer or any other reason, such Share Certificate shall be cancelled and (except for Rollover 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 Article III.

Appears in 1 contract

Samples: Merger Agreement (Jinpan International LTD)

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Transfer Books; No Further Ownership Rights. The Per Share Merger Consideration and Per ADS Merger Consideration paid in respect exchange for the cancellation of the Shares (including Shares represented by ADSs) upon the surrender for exchange of Share Certificates or for and Uncertificated Shares Shares) in accordance with the terms of this ARTICLE III ‎Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the such Shares (including Shares previously represented by such Share Certificates or and Uncertificated Shares), 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 Corporation Company of Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Shares (including Shares represented by ADSs) outstanding immediately prior to the Effective Time (whether represented by Share Certificates or Uncertificated Shares) shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable Lawlaw. If, after the Effective Time, any Share Certificate is presented to the Surviving CorporationCompany, Parent or the Paying Agent for transfer or any other reason, such Share Certificate shall be cancelled and (except for Rollover Shares) exchanged for the cash amount in immediately available funds to which the holder of the Share Certificate is entitled pursuant to this ARTICLE III‎Article II.

Appears in 1 contract

Samples: Merger Agreement (Spreadtrum Communications Inc)

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

Appears in 1 contract

Samples: Merger Agreement (RDA Microelectronics, Inc.)

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