Book-Entry Shares definition
Examples of Book-Entry Shares in a sentence
Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the aggregate Merger Consideration that such holder is entitled to receive as a result of the First Merger pursuant to Section 2.01(a).
For Book-Entry Shares held through the Depository Trust Company (the “DTC”), Parent and the Company shall cooperate to establish procedures with the DTC to ensure that the Exchange Agent will transmit the amounts set forth in the foregoing subclauses (A) and (B) to the DTC or its nominees as soon as practicable after the Effective Time upon surrender of shares held of record by the DTC or its nominees in accordance with the DTC’s customary surrender procedures.
No interest will be paid or accrued on any cash amount payable upon due surrender of the Book-Entry Shares.
If, after the Effective Time, any Certificates or Book-Entry Shares formerly representing shares of Company Common Stock are presented to Parent or the Paying Agent for any reason, such Certificates or Book-Entry Shares shall be cancelled and exchanged as provided in this Article III.
Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered.