Common use of Book-Entry Transfer Clause in Contracts

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer. Any financial institution that is a participant in DTC’s systems may make a book-entry transfer of Shares by causing DTC to transfer such Shares into the Depositary’s account in accordance with DTC’s procedures for such transfer. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary. Although delivery of Shares may be effected through book-entry transfer, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.”

Appears in 3 contracts

Sources: Offer to Purchase Agreement (Galenica AG), Offer to Purchase Agreement (Comtech Telecommunications Corp /De/), Offer to Purchase (Celgene Corp /De/)

Book-Entry Transfer. The Depositary will establish an account accounts with respect to the Shares at DTC for purposes of the OfferOffer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s systems 's system may make a book-entry transfer delivery of Shares by causing DTC to transfer such Shares into the Depositary’s 's account in accordance with DTC’s 's procedures for such transfer. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary. Although However, although delivery of Shares may be effected through book-entry transfertransfer at DTC, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s 's Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to or on the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures procedure described below. The confirmation of a book-entry transfer of Shares into the Depositary’s account at DELIVERY OF DOCUMENTS TO DTC as described above is referred to herein as a “Book-Entry ConfirmationDOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Appears in 1 contract

Sources: Offer to Purchase (Fortress Brookdale Acquisition LLC)

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the OfferOffer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s systems may make a book-entry transfer of Shares by causing DTC to transfer such Shares into the Depositary’s account in accordance with DTC’s procedures for such transfer. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary. Although However, although delivery of Shares may be effected through book-entry transfer, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.”

Appears in 1 contract

Sources: Offer to Purchase (General Mills Inc)

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer. Any financial institution that is a participant in DTC’s systems may make a book-entry transfer of Shares by causing DTC to transfer such Shares into the Depositary’s account in accordance with DTC’s procedures for such transfer. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary. Although delivery of Shares may be effected through book-entry transfer, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.”

Appears in 1 contract

Sources: Offer to Purchase (Societe Des Produits Nestle S.A.)

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the OfferOffer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s systems may make a book-entry transfer of Shares by causing DTC to transfer such Shares into the Depositary’s account in accordance with DTC’s procedures for such transfer. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary. Although However, although delivery of Shares may be effected through book-entry transfer, either the Letter of Transmittal (or a manually signed executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required Table of Contents documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder shareholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.”

Appears in 1 contract

Sources: Offer to Purchase (Asahi Kasei Corp)

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the OfferOffer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s systems may make a book-entry transfer of Shares by causing DTC to transfer such Shares into the Depositary’s account in accordance with DTC’s procedures for such transfer. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary. Although However, although delivery of Shares may be effected through book-entry transfer, either the Letter of Transmittal (or a manually signed executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to by the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.” For Shares to be validly tendered during a subsequent offering period, the tendering Barrier stockholder must comply with the foregoing procedures, except that required documents and Share certificates must be received during the subsequent offering period.

Appears in 1 contract

Sources: Offer to Purchase (Stiefel Laboratories, Inc.)

Book-Entry Transfer. The Depositary will has agreed to establish an account or accounts with respect to the Shares at DTC for purposes of the OfferOffer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s systems may make a book-entry transfer delivery of Shares by causing DTC to transfer such the Shares into the Depositary’s account in accordance with DTC’s procedures procedure for such transfer. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary. Although However, although delivery of Shares may be effected through book-entry transfertransfer into the Depositary’s account at DTC, either the properly completed and duly executed Letter of Transmittal (or a manually signed executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described belowunder “— Guaranteed Delivery” for a valid tender of Shares by book-entry transfer. The confirmation of a bookBook-entry transfer Entry Transfer of Shares into the Depositary’s account at DTC as described above is referred to herein in this Offer to Purchase as a “Book-Entry Confirmation.”

Appears in 1 contract

Sources: Offer to Purchase (eMed, LLC)

Book-Entry Transfer. The Depositary will has agreed to establish an account or accounts with respect to the Shares at DTC for purposes of the OfferOffer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s 's systems may make a book-entry transfer delivery of Shares by causing DTC to transfer such the Shares into the Depositary’s 's account in accordance with DTC’s procedures 's procedure for such transfer. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary. Although However, although delivery of Shares may be effected through book-entry transfertransfer into the Depositary's account at DTC, either the properly completed and duly executed Letter of Transmittal (or a manually signed executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s 's Message in lieu of the Letter of Transmittal, and any other required documents, documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described belowunder "—Guaranteed Delivery" for a valid tender of Shares by book-entry transfer. The confirmation of a bookBook-entry transfer Entry Transfer of Shares into the Depositary’s 's account at DTC as described above is referred to herein in this Offer to Purchase as a "Book-Entry Confirmation."

Appears in 1 contract

Sources: Offer to Purchase (Novartis Ag)