Book-Entry Shares definition

Book-Entry Shares has the meaning set forth in Section 3(a).
Book-Entry Shares has the meaning set forth in Section 2.2(a).
Book-Entry Shares means non-certificated Shares represented by book-entry.

Examples of Book-Entry Shares in a sentence

  • Payment of the Merger Consideration with respect to Book-Entry Shares so surrendered shall only be made to the Person in whose name such Book-Entry Shares are registered.

  • No interest will be paid or accrued on any amount payable upon due surrender of Book-Entry Shares.

  • Until paid or surrendered as contemplated hereby, each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, except for Book-Entry Shares representing Dissenting Shares, which shall be deemed to represent the right to receive payment of the fair value of such Shares in accordance with and solely to the extent provided by Section 262 of the DGCL.

  • Upon delivery of such letter of transmittal, in accordance with the terms of such letter of transmittal, duly executed, the holder of such Book-Entry Shares shall be entitled to receive in exchange therefor a cash amount in immediately available funds equal to the Merger Consideration (without interest and subject to any withholding of Taxes required by applicable Law as provided in Section 2.5), and such Book-Entry Shares so surrendered shall at the Effective Time be cancelled.

  • Any portion of the Merger Consideration remaining unclaimed by the holders of Certificates or Book-Entry Shares immediately prior to such time as such amounts would otherwise escheat to, or become property of, any Governmental Entity will, to the extent permitted by applicable Law, become the property of the Surviving Corporation or an Affiliate thereof designated by the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto.


More Definitions of Book-Entry Shares

Book-Entry Shares means shares of Company Common Stock represented by book-entry immediately prior to the Effective Time (other than Excluded Shares).
Book-Entry Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, certain dividends or other distributions, if any, upon surrender of such Company Certificate or Book-Entry Shares, in each case, in accordance with this Article II, without interest.
Book-Entry Shares means outstanding non-certificated Company Common Stock represented by book-entry shares.
Book-Entry Shares. Section 2.2(b) “Breakup Fee” Section 7.2(b) “Certificate of Merger” Section 1.5 “Certificates” Section 2.2(b)
Book-Entry Shares has the meaning set forth in Section 4.04.
Book-Entry Shares means non-certificated shares of Company Common Stock represented by book-entry.
Book-Entry Shares. Section 2.2(b)