Examples of DR Nominee in a sentence
Notwithstanding any other provision of these Articles, neither the Company nor the Directors shall register the transfer of any Company Scheme Shares effected between the Scheme Record Time and the Effective Date other than to Bidco or its nominee(s) (including any DR Nominee).
At the Effective Time, as a result of the Acquisition and without any action on the part of the holder of any Ordinary Shares of the Company, all of the Ordinary Shares shall be, by virtue of the Scheme, transferred to Buyer (or one of its direct or indirect wholly-owned subsidiaries) or, in the circumstances described in Section 1.1, to its DR Nominee as described in the preceding sentence.
Under the Transaction Agreement, at the effective time of the Scheme, or the Effective Time, all Scheme Shares (as defined in the Scheme) were transferred to Bidco (and/or, at Bidco’s election, Jazz and/or the DR Nominee), and the Share Scheme holders became entitled to receive for each Scheme Share (as defined in the Scheme) held by them at such time an amount equal to $16.662/3 in cash plus 0.010030 ordinary shares, or Share Deliverable, nominal value $0.0001 per share, of Jazz, or Jazz Ordinary Shares.
In this Clause 1.1(a), references to Orca Shares being transferred to the DR Nominee on behalf of Topco shall, to the extent that such Orca Shares are already held by the DR Nominee at the Orca Effective Time, be construed as references to the DR Nominee ceasing to hold such Orca Shares on behalf of any other person and commencing holding such Orca Shares on behalf of Topco.
Neither the Purchaser nor any member of the Purchaser’s Group, any DR Nominee nor the Paying Agent nor the Company shall have any responsibility or liability under this Scheme for the onward distribution or transmission to the holders of Abcam ADSs, or to any other person, of the Per-Share Consideration due to the Depositary Shareholder (it being understood that this sentence does not affect the Company’s obligations under the Deposit Agreement).
None of the Company, the Purchaser, any member of the Purchaser Group, any DR Nominee nor the Paying Agent or any of their respective agents or nominees shall be responsible for any loss or delay in the transmission of any cheques or payments (including bank transfers), notices, documents of title, certificates or any other documents sent in accordance with this Clause 3.5 which shall be sent at the risk of the person or persons entitled thereto.
In this Clause 1.4(a), references to Orca Shares being transferred to the DR Nominee (for the benefit of Topco) shall, to the extent that such Orca Shares are already held by the DR Nominee at the Orca Effective Time, be construed as references to the DR Nominee ceasing to hold such Orca Shares for the benefit of any other person and commencing holding such Orca Shares for the benefit of Topco.
None of Abcam, the Purchaser, any member of the Purchaser Group, any DR Nominee nor the Paying Agent or any of their respective agents or nominees shall be responsible for any loss or delay in the transmission of any cheques or payments, and such cheques shall be sent entirely at the risk of the person entitled thereto.