Common use of Book-Entry Shares Clause in Contracts

Book-Entry Shares. Each holder of record of one or more Book-Entry Shares (other than Cancelled Shares and Dissenting Shares) shall upon receipt by the Exchange Agent of an “agent’s message” in customary form and such other evidence of surrender, if any, as the Exchange Agent may reasonably request (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such Company Shares upon receipt by the Exchange Agent of such “agent’s message” or such other evidence of surrender, if any, as the Exchange Agent may reasonably request) be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 2.4(e)) equal to (y) the product obtained by multiplying (1) the number of Company Shares represented by such Book-Entry Shares by (2) the Per Share Merger Consideration, plus (z) any dividends and other distributions such holder has the right to receive pursuant to Section 6.15. No interest will be paid or accrued on any cash amount payable upon due surrender of the Book-Entry Shares.

Book-Entry Shares. Each Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Certificate to receive the Per Share Merger Consideration in respect of such Book-Entry Shares. In lieu thereof, each holder of record of one or more Book-Entry Shares (other than Cancelled Excluded Shares and Dissenting Shares) shall shall, upon receipt by the Exchange Paying Agent of an “agent’s message” in customary form and such or other evidence of surrenderevidence, if any, as the Exchange Paying Agent may have reasonably request (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such Company Shares upon receipt by the Exchange Agent of such “agent’s message” or such other evidence of surrenderrequested, if any, as the Exchange Agent may reasonably request) be entitled to receive, and Parent shall cause the Exchange Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 2.4(e2.3(e)) equal to (y) the product obtained by multiplying (1A) the number of Company Ordinary Shares represented by such Book-Entry Shares by (2B) the Per Share Merger Consideration, plus (z) any dividends and other distributions such holder has the right to receive pursuant to Section 6.15. No interest will be paid or accrued on any cash amount payable upon due surrender receipt of by the Book-Entry SharesPaying Agent of an “agent’s message” in customary form or other evidence, if any, as the Paying Agent may have reasonably requested.

Book-Entry Shares. Each Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver any physical certificate representing any of the Shares or an executed letter of transmittal to the Paying Agent to receive the aggregate Per Share Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to Section 2.1(a). In lieu thereof, each holder of record of one or more Book-Entry Shares (other than Cancelled Shares and Dissenting Shares) shall shall, upon receipt by the Exchange Paying Agent of an “agent’s message” in customary form and such other evidence of surrender, if any, as the Exchange Agent may reasonably request (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such Company Shares upon receipt by the Exchange Paying Agent of such “agent’s message” or such other evidence of surrenderevidence, if any, as the Exchange Paying Agent may reasonably request) ), be entitled to receive, and Parent shall cause the Exchange Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 2.4(e2.3(e)) equal to (y) the product obtained by multiplying (1A) the number of Company Shares represented by such Book-Entry Shares by (2B) the Per Share Merger Consideration, plus (z) any dividends and other distributions such holder has the right to receive pursuant to Section 6.15. No interest will be paid or accrued on any cash amount payable upon due surrender of the Book-Entry Shares.

Book-Entry Shares. Each Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Certificate to receive the Per Share Merger Consideration in respect of such Book-Entry Shares. In lieu thereof, each holder of record of one or more Book-Entry Shares (other than Cancelled Excluded Shares and Dissenting Shares) shall shall, upon receipt by the Exchange Paying Agent of an “agent’s message” in customary form and such or other evidence of surrenderevidence, if any, as the Exchange Paying Agent may have reasonably request (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such Company Shares upon receipt by the Exchange Agent of such “agent’s message” or such other evidence of surrenderrequested, if any, as the Exchange Agent may reasonably request) be entitled to receive, and Parent shall cause the Exchange Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 2.4(e‎Section 2.3(e)) equal to (y) the product obtained by multiplying (1A) the number of Company Ordinary Shares represented by such Book-Entry Shares by (2B) the Per Share Merger Consideration, plus (z) any dividends and other distributions such holder has the right to receive pursuant to Section 6.15. No interest will be paid or accrued on any cash amount payable upon due surrender receipt of by the Book-Entry SharesPaying Agent of an “agent’s message” in customary form or other evidence, if any, as the Paying Agent may have reasonably requested.

Book-Entry Shares. Each Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Certificate to receive the Per Share Merger Consideration. In lieu thereof, each holder of record of one or more Book-Entry Shares (other than Cancelled Shares and Dissenting Excluded Shares) shall be entitled to receive, upon receipt by the Exchange Paying Agent of an “agent’s message” in customary form and by the Paying Agent (or such other evidence of surrenderevidence, if any, as the Exchange Agent may reasonably request (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such Company Shares upon receipt by the Exchange Agent of such “agent’s message” or such other evidence of surrender, if any, as the Exchange Paying Agent may reasonably request) be entitled to receivein respect of such Book-Entry Shares, and Parent shall cause the Exchange Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 2.4(e4.6(e)) equal to (y) the product obtained by multiplying (1A) the number of Company Shares represented by such Book-Entry Shares by (2B) the Per Share Merger Consideration, plus (z) any dividends and other distributions such holder has the right to receive pursuant to Section 6.15Book-Entry Shares so surrendered shall immediately be cancelled. No interest will be paid or accrued on any cash amount payable upon due surrender of the Book-Entry Shares.

Book-Entry Shares. Each Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares will not be required to deliver a Certificate to receive the Per Share Merger Consideration in respect of such Book-Entry Shares. In lieu thereof, each holder of record of one or more Book-Entry Shares (other than Cancelled Excluded Shares and Dissenting Shares) shall shall, upon receipt by the Exchange Paying Agent of an “agent’s message” in customary form and such or other evidence of surrenderevidence, if any, as the Exchange Paying Agent may have reasonably request (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such Company Shares upon receipt by the Exchange Agent of such “agent’s message” or such other evidence of surrenderrequested, if any, as the Exchange Agent may reasonably request) be entitled to receive, and Parent shall cause the Exchange Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 2.4(e2.3(e)) equal to (y) the product obtained by multiplying (1A) the number of Company Shares represented by such Book-Entry Shares by (2B) the Per Share Merger Consideration, plus (z) any dividends and other distributions such holder has the right to receive pursuant to Section 6.15. No interest will be paid or accrued on any cash amount payable upon due surrender receipt of by the Book-Entry SharesPaying Agent of an “agent’s message” in customary form or other evidence, if any, as the Paying Agent may have reasonably requested.