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

Transfer Books; No Further Ownership Rights. Subject to Section 2.6, the Merger Consideration paid in respect of the cancellation of Company T Shares and Company T ADSs in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to Company T Shares (including Company T Shares previously represented by Certificates and Uncertificated Shares) or Receipts. At the Effective Time, the register of members of Company T and the register of Receipts of Company T shall be closed, and thereafter there shall be no further registration of transfers on the register of members of the Surviving Corporation of Company T Shares or on the register of Receipts of Company T of Company T ADSs that were issued and outstanding immediately prior to the Effective Time. From and after the Effective Time, (i) the holders of Company T Shares issued and outstanding immediately prior to the Effective Time and (ii) subject to the Company T Deposit Agreement, the holders of Receipts that evidenced ownership of Company T ADSs outstanding immediately prior to the Effective Time, shall cease to have any rights with respect to such Company T Shares or Receipts, except as otherwise provided for herein or by applicable Law. Subject to the last sentence of Section 2.6, if, at any time after the Effective Time, Certificates or Receipts are presented to the Surviving Corporation, or the Company T Depositary, where applicable, for any reason, they shall be cancelled as provided in this Article II.

Appears in 5 contracts

Samples: Merger Agreement (Youku Inc.), Merger Agreement (Tudou Holdings LTD), Merger Agreement (Tudou Holdings LTD)

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Transfer Books; No Further Ownership Rights. Subject to Section 2.6, the Merger Consideration paid in respect of the cancellation of the Company T Shares and the Company T ADSs in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Company T Shares (including Company T Shares previously represented by such Certificates and Uncertificated Shares) or ReceiptsADRs. At the Effective Time, the register of members of the Company T and the register ADR Register of Receipts of the Company T shall be closed, closed and thereafter there shall be no further registration of transfers on the register of members of the Surviving Corporation of the Company T Shares or on the register ADR Register of Receipts the Company of the Company T of Company T ADSs that were issued and outstanding immediately prior to the Effective Time. From and after the Effective Time, (i) the holders of the Company T Shares issued and outstanding immediately prior to the Effective Time and (ii) subject to the Company T Deposit Agreement, the holders of Receipts Company ADRs that evidenced ownership of the Company T ADSs outstanding immediately prior to the Effective Time, shall cease to have any rights with respect to such Company T Shares or ReceiptsCompany ADRs, except as otherwise provided for herein or by applicable LawLaws. Subject to the last sentence of Section 2.6, if, at any time after the Effective Time, Certificates or Receipts ADRs are presented to the Surviving Corporation, or the Company T Depositary, where applicable, for any reason, they shall be cancelled as provided in this Article II.

Appears in 2 contracts

Samples: Merger Agreement (E-House (China) Holdings LTD), Merger Agreement (China Real Estate Information Corp)

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