Common use of No Further Ownership Rights in Company Shares Clause in Contracts

No Further Ownership Rights in Company Shares. From and after the Effective Time, all Company Shares shall no longer be outstanding and shall automatically be canceled, retired and cease to exist, and each holder of a Certificate or Uncertificated Shares theretofore representing any Company Shares shall (other than Certificates or Uncertificated Shares representing Dissenting Company Shares, which shall be subject to Section 2.7(b)(i)) cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor upon the surrender thereof in accordance with the provisions of Section 2.8 (or, for the avoidance of doubt and without duplication, any consideration that remains payable with respect to any Accepted Company Shares pursuant to the Offer). The Merger Consideration paid in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of Company Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time and at the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company shares shall be closed. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

No Further Ownership Rights in Company Shares. From Except as set forth in Section 2.17, from and after the Effective Time, all Company Shares shall no longer be outstanding and shall automatically be canceledcancelled, retired and cease to exist, and each holder of a Certificate or Uncertificated Shares theretofore representing any uncertificated Company Shares shall (other than Certificates or Uncertificated Shares representing Dissenting Company Shares, which shall be subject to Section 2.7(b)(i)) cease to have any rights with respect thereto, except the right to receive a portion of the Merger Consideration payable therefor upon the surrender thereof in accordance with the provisions of Section 2.8 (or2.08 and Section 2.10; provided however that if a holder has not complied with Section 2.08 and Section 2.10 within 12 months of the Effective Date, for the avoidance of doubt and without duplication, any consideration that remains payable with respect to any Accepted Company Shares pursuant to the Offer)holder’s Merger Consider shall be forfeited. The Merger Consideration paid payable in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company SharesSecurities. From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of Company Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time and at the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company shares shall be closed. If, after the Effective Time, Certificates or Uncertificated uncertificated Company Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

No Further Ownership Rights in Company Shares. From and after the Effective Time, all Company Shares shall no longer be outstanding and shall automatically be canceled, retired canceled and cease to exist, and (a) each holder of a Certificate or Uncertificated Shares theretofore representing any Company Shares shall (other than Certificates or Uncertificated Shares representing Dissenting Company Shares or Canceled Company Shares, which ) shall be subject to Section 2.7(b)(i)) cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor upon the surrender thereof in accordance with the provisions of Section 2.8 2.8, (or, for the avoidance b) each holder of doubt and without duplication, any consideration that remains payable Dissenting Company Shares shall cease to have any rights with respect to thereto, except the rights specified in Section 2.7(c) and (c) each holder of any Accepted Canceled Company Shares pursuant shall cease to the Offer)have any rights with respect thereto. The Merger Consideration or the consideration specified in Section 2.7(c), as applicable, paid in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after At the Effective Time, the stock transfer books of the Surviving Corporation shall be closed, and thereafter there shall be no further registration of transfers on the records of the Surviving Corporation of Company Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time and at the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company shares shall be closed. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

No Further Ownership Rights in Company Shares. From and after the Effective Time, except for Excluded Company Shares which shall be treated in accordance with Section 2.7(a)(ii), all issued and outstanding Company Shares shall no longer be outstanding and shall automatically be canceledcancelled, retired and cease to exist, and each holder of a Certificate or Uncertificated Shares Share theretofore representing any Company Shares shall (other than Certificates or Uncertificated Shares representing Dissenting Company Shares, which shall be subject to Section 2.7(b)(i)) cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor upon the surrender or acknowledgment of the conversion thereof in accordance with the provisions of Section 2.8 (or, for the avoidance of doubt and without duplication, any consideration that remains payable with respect to any Accepted Company Shares pursuant to the Offer)2.8. The Merger Consideration paid in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation Company of Company Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time and at the close of business on the day of the Effective Time, the stock transfer books of the Excluded Company with respect to the shares of Company shares shall be closedShares. If, after the Effective Time, for any reason (a) Certificates or Uncertificated Shares are presented to the Surviving Corporation for Company, or (b) acknowledgments are delivered to the Exchange Fund Agent of the conversion of any reasonUncertificated Shares, they such Certificates or Uncertificated Shares, as the case may be, shall be canceled cancelled and exchanged the holder thereof shall be entitled to receive the Merger Consideration, in each case as provided for, and in accordance with the procedures set forth, in this Article II.”

No Further Ownership Rights in Company Shares. From and after the Effective Time, all Company Shares (other than the Excluded Shares) shall no longer be outstanding and shall automatically be canceledcancelled, retired and cease to exist, and each holder of a Certificate or Certificate, Uncertificated Shares or Company ADSs theretofore representing any such Company Shares shall (other than Certificates or Uncertificated Shares representing Dissenting Company Shares, which shall be subject to Section 2.7(b)(i)) cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor upon the surrender thereof in accordance with the provisions of Section 2.8 (or, for the avoidance of doubt and without duplication, any consideration that remains payable with respect to any Accepted Company Shares pursuant to the Offer)2.8. The Merger Consideration paid in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation Company of Company Shares that were issued and outstanding immediately prior to the Effective TimeTime (other than the Excluded Shares), other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time and at the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company shares shall be closed. If, after the Effective Time, Certificates or Certificates, Uncertificated Shares or Company ADSs are presented to the Surviving Corporation Company for any reason, they shall be canceled and exchanged as provided in this Article II.

No Further Ownership Rights in Company Shares. From and after the Effective Time, all Company Shares shall no longer be outstanding and shall automatically be canceledcancelled, retired and cease to exist, and each holder of a Certificate Certificates or Uncertificated Book-Entry Shares theretofore theretofor representing any Company Shares shall (other than Certificates or Uncertificated Cancelled Shares representing and Dissenting Company Shares, which ) shall be subject to Section 2.7(b)(i)) cease to have any rights with respect thereto, except the right to receive the Merger Consideration Common Offer Price or the Series D Offer Price, as applicable, payable therefor upon the surrender thereof of such Certificates or Book-Entry Shares in accordance with the provisions of Section 2.8 (or, for the avoidance of doubt and without duplication, any consideration that remains payable with respect to any Accepted Company Shares pursuant to the Offer)this Article 2. The Merger Consideration Common Offer Price or the Series D Offer Price, as applicable, paid in accordance with the terms of this Article II 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of Company Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time and at the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company shares shall be closed. If, after the Effective Time, Certificates or Uncertificated Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be canceled cancelled and exchanged as provided in this Article II2.

No Further Ownership Rights in Company Shares. From and after the Effective Time, all Company Shares shall no longer be outstanding and shall automatically be canceled, retired and cease to exist, and each holder of a Certificate or Uncertificated Shares theretofore representing any Company Shares shall (other than Certificates or Uncertificated Shares representing Dissenting Company Shares, which shall be subject to Section 2.7(b)(i1.7(b)(i)) cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor upon the surrender thereof in accordance with the provisions of Section 2.8 (or, for the avoidance of doubt and without duplication, any consideration that remains payable with respect to any Accepted Company Shares pursuant to the Offer)1.8. The Merger Consideration paid in accordance with the terms of this Article II I shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of Company Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time and at the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company shares shall be closed. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.I.

No Further Ownership Rights in Company Shares. From and after the Effective Time, all Company Shares shall no longer be outstanding and shall automatically be canceled, retired and cease to exist, and each holder of a Certificate or Uncertificated Shares theretofore representing any Company Shares shall (other than Certificates or Uncertificated Shares representing Dissenting Company Shares, which shall be subject to Section 2.7(b)(i)) cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor upon the surrender thereof in accordance with the provisions of Section 2.8 (or, for the avoidance of doubt and without duplication, any consideration that remains payable with respect to any Accepted Company Shares pursuant to the Offer). The Merger Consideration paid in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Effective Time, the stock transfer books of the Surviving Corporation shall be closed and there shall be no further registration of transfers on the records of the Surviving Corporation of Company Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time and at the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company shares shall be closed. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II. The Company shall take all actions necessary to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation shall be required to deliver Company Shares or other capital stock of the Company to any Person pursuant to or in settlement of Company Options or Company RSU Awards after the Effective Time.