Common use of Transfer Books; No Further Ownership Rights Clause in Contracts

Transfer Books; No Further Ownership Rights. All shares of Holdings Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms of this Article II (including any dividends or other distributions paid pursuant to Section 2.2(c) and cash paid in lieu of any fractional shares pursuant to Section 2.1(c)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Splitco Common Stock or DIRECTV Common Stock previously represented by such Certificates, and at the DIRECTV Effective Time and the Merger Effective Time, as applicable, the stock transfer books of DIRECTV and Splitco shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books of (x) the DIRECTV Surviving Corporation of the shares of DIRECTV Common Stock that were outstanding immediately prior to the DIRECTV Effective Time (except for the Liberty DIRECTV Shares, which are to remain issued and outstanding and are not affected by the DIRECTV Merger) and (y) the Splitco Surviving Corporation of the shares of Splitco Common Stock that were outstanding immediately prior to the Merger Effective Time. Except as required by applicable Law, from and after the DIRECTV Effective Time and the Merger Effective Time, as applicable the holders of Certificates that evidenced ownership of shares of Splitco Common Stock or DIRECTV Common Stock outstanding immediately prior to the DIRECTV Effective Time or the Merger Effective Time shall cease to have any rights with respect to such shares. Subject to the last sentence of Section 2.2(f), if, at any time after the DIRECTV Effective Time or the Merger Effective Time, as applicable, Certificates are presented to the Splitco Surviving Corporation, the DIRECTV Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Directv Group Inc), Agreement and Plan of Merger (Liberty Entertainment, Inc.)

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Transfer Books; No Further Ownership Rights. All shares Subject to Section 2.6, the Merger Consideration paid in respect of Holdings Common Stock issued upon the surrender for exchange cancellation of Certificates DouYu Shares and DouYu ADSs in accordance with the terms of this Article II (including any dividends or other distributions paid pursuant to Section 2.2(c) and cash paid in lieu of any fractional shares pursuant to Section 2.1(c)) shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the shares of Splitco Common Stock or DIRECTV Common Stock previously DouYu Shares (including DouYu Shares represented by such Certificates, Certificates and at Uncertificated Shares) or ADRs. At the DIRECTV Effective Time and the Merger Effective Time, as applicable, the stock transfer books register of DIRECTV members of DouYu and Splitco the register of ADRs of DouYu shall be closed closed, and thereafter there shall be no further registration of transfers on the stock transfer books register of (x) members of the DIRECTV Surviving Corporation of DouYu Shares or on the shares register of DIRECTV Common Stock ADRs of DouYu of DouYu ADSs that were issued and outstanding immediately prior to the DIRECTV Effective Time, provided that nothing herein shall prevent the Surviving Corporation from maintaining a register of members in respect of its ordinary shares after the Effective Time and from registering transfers of such ordinary shares after the Effective Time. From and after the Effective Time, (except for i) the Liberty DIRECTV Shares, which are to remain holders of DouYu Shares issued and outstanding and are not affected by the DIRECTV Merger) and (y) the Splitco Surviving Corporation of the shares of Splitco Common Stock that were outstanding immediately prior to the Merger Effective Time. Except as required by applicable Law, from and after the DIRECTV Effective Time and (ii) subject to the Merger Effective TimeDouYu Deposit Agreement, as applicable the holders of Certificates ADRs that evidenced ownership of shares of Splitco Common Stock or DIRECTV Common Stock DouYu ADSs outstanding immediately prior to the DIRECTV Effective Time or the Merger Effective Time Time, shall cease to have any rights with respect to such sharesDouYu Shares or ADRs, except as otherwise provided for herein or by applicable Law. Subject to the last sentence of Section 2.2(f2.6(a), if, at any time after the DIRECTV Effective Time or the Merger Effective Time, as applicable, Certificates or ADRs are presented to the Splitco Surviving Corporation, the DIRECTV Surviving Corporation or the Exchange Agent DouYu Depositary, where applicable, for any reason, they shall be canceled and exchanged cancelled as provided in this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (DouYu International Holdings LTD), Agreement and Plan of Merger (HUYA Inc.)

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