Transfer Books; No Further Ownership Rights. The Per Share Merger Consideration and Per ADS Merger Consideration paid in respect of the Shares (including Shares represented by ADSs) upon their exchange in accordance with the terms of this ARTICLE IV shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares (including Shares represented by 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 Corporation of Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Share Certificates (or affidavit of loss in lieu of Share Certificates) and Uncertificated Shares that evidenced ownership of Shares 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 (or affidavit of loss in lieu of Share Certificates) is presented to the Surviving Corporation, Parent or the Paying Agent for transfer or any other reason, such Share Certificate (or affidavit of loss in lieu of Share Certificates) shall be cancelled and (except for Rollover Shares) exchanged for the cash amount in immediately available funds to which the Share Certificate (or affidavit of loss in lieu of Share Certificates) is entitled pursuant to this ARTICLE IV.
Appears in 2 contracts
Samples: Merger Agreement (Ninetowns Internet Technology Group Co LTD), Merger Agreement (Wang Shuang)
Transfer Books; No Further Ownership Rights. The Per Share Merger Consideration and Per ADS Subject to Section 2.6, the Merger Consideration paid in respect of the cancellation of DouYu Shares (including Shares represented by ADSs) upon their exchange and DouYu ADSs in accordance with the terms of this ARTICLE IV Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the DouYu Shares (including DouYu Shares represented by ADSs), Certificates and at Uncertificated Shares) or ADRs. At the Effective Time, the register of members of DouYu and the Company register of ADRs of DouYu shall be closed closed, and thereafter there shall be no further registration of transfers on the register of members of the Surviving Corporation of DouYu Shares or on the register of ADRs of DouYu of DouYu ADSs that were issued and outstanding immediately prior to the Effective Time, provided that nothing herein shall prevent the Surviving Corporation from maintaining a register of members in respect of its ordinary shares after the Effective Time and from registering transfers of such ordinary shares after the Effective Time. From and after the Effective Time, (i) the holders of Share Certificates (or affidavit of loss in lieu of Share Certificates) DouYu Shares issued and Uncertificated Shares that evidenced ownership of Shares outstanding immediately prior to the Effective Time and (ii) subject to the DouYu Deposit Agreement, the holders of ADRs that evidenced ownership of DouYu ADSs outstanding immediately prior to the Effective Time, shall cease to have any rights with respect to such SharesDouYu Shares or ADRs, except as otherwise provided for herein or by applicable Law. IfSubject to the last sentence of Section 2.6(a), if, at any time after the Effective Time, any Share Certificate (Certificates or affidavit of loss in lieu of Share Certificates) is ADRs are presented to the Surviving Corporation, Parent or the Paying Agent DouYu Depositary, where applicable, for transfer or any other reason, such Share Certificate (or affidavit of loss in lieu of Share Certificates) they shall be cancelled and (except for Rollover Shares) exchanged for the cash amount as provided in immediately available funds to which the Share Certificate (or affidavit of loss in lieu of Share Certificates) is entitled pursuant to this ARTICLE IVArticle II.
Appears in 2 contracts
Samples: Merger Agreement (DouYu International Holdings LTD), Merger Agreement (HUYA Inc.)