Common use of Book-Entry Shares Clause in Contracts

Book-Entry Shares. Notwithstanding anything to the contrary contained 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 Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.5 shall, upon receipt by the Paying Agent of an “agent’s message” in customary form or such other information or procedures as may be reasonably required by the Paying Agent (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such shares of Company Common Stock upon receipt by the Paying Agent of such “agent’s message” or such other evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time, cash in an amount equal to the Upfront Per Share Merger Consideration multiplied by the number of shares of Company Common Stock previously represented by such Book-Entry Shares. No interest shall be paid or accrue on any cash payable upon surrender of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained 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 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 this Article IISection 2.1(a). In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into (other than Cancelled Shares, Subsidiary Shares and Dissenting Shares) shall be entitled to receive, and Parent shall cause the right Paying Agent to receive pay and deliver as promptly as reasonably practicable after the Merger Consideration pursuant to Section 2.5 shall, Effective Time upon receipt by the Paying Agent of an “agent’s message” in customary form or such other information or procedures as may be reasonably required by the Paying Agent (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such shares of Company Common Stock Shares upon receipt by the Paying Agent of such “agent’s message” or such other evidence, if any, as the Paying Agent may reasonably request), be entitled a cash amount in immediately available funds (after giving effect to receive, and Parent shall cause the Paying Agent to pay and deliver any required Tax withholdings as promptly as practicable after the Effective Time, cash provided in an amount Section 2.3(e)) equal to the Upfront Per Share Merger Consideration multiplied by product of (A) the number of shares of Company Common Stock Shares previously represented by such Book-Entry SharesShares multiplied by (B) the Per Share Merger Consideration, and the Book-Entry Shares of such holder so surrendered shall forthwith be cancelled. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of any the Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained 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 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 this Article IISection 2.1(a). In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.5 shall(other than Cancelled Shares, Dissenting Shares and Subsidiary Shares) shall upon receipt by the Paying Agent of an “agent’s message” in customary form or such other information or procedures as may be reasonably required by the Paying Agent (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such shares of Company Common Stock Shares upon receipt by the Paying Agent of such “agent’s message” or such other evidence, if any, as the Paying Agent may reasonably request), ) be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective TimeTime (and in no event more than three (3) Business Days thereafter), a cash amount in an amount immediately available funds (after giving effect to any required Tax withholdings as provided in Section 2.3(e)) equal to the Upfront Per Share Merger Consideration multiplied product obtained by multiplying (A) the number of shares of Company Common Stock Shares previously represented by such Book-Entry SharesShares by (B) the Per Share Merger Consideration, and the Book-Entry Shares of such holder so surrendered shall forthwith be cancelled. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of any the Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained 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 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 this Article IISection 2.1(a). In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.5 shall, (other than Cancelled Shares and Dissenting Shares) shall upon receipt by the Paying Agent of an “agent’s message” in customary form or such other information or procedures as may be reasonably required by the Paying Agent (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such shares of Company Common Stock Shares upon receipt by the Paying Agent of such “agent’s message” or such other evidence, if any, as the Paying Agent may reasonably request), ) be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, a cash amount in an amount immediately available funds (after giving effect to any required Tax withholdings as provided in Section 2.3(e)) equal to the Upfront Per Share Merger Consideration multiplied product obtained by multiplying (A) the number of shares of Company Common Stock previously Shares represented by such Book-Entry SharesShare by (B) the Per Share Merger Consideration, and the Book-Entry Shares so surrendered shall forthwith be cancelled. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of any the Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall will not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article IIConsideration. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.5 shall, (other than Cancelled Shares and Dissenting Shares) shall upon receipt by the Paying Agent of an “agent’s message” in customary form or such other information or procedures as may be reasonably required by evidence, if any, of the Paying Agent (it being understood that the holders book-entry transfer of Book-Entry Shares shall be deemed to have surrendered such shares of Company Common Stock upon receipt by the Paying Agent of such “agent’s message” or such other evidence, if any, as the Paying Agent may reasonably request), request be entitled to receive, together with the transmittal materials, duly completed and validly executed in accordance with the instructions thereto (and such other documents as may customarily be required by the Paying Agent), and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, a cash amount in an amount immediately available funds (after giving effect to any required Tax withholdings as provided in Section 3.3(e)) equal to the Upfront Per Share Merger Consideration multiplied product obtained by multiplying (A) the number of shares of Company Common Stock previously Shares represented by such Book-Entry SharesShares by (B) the Per Share Merger Consideration, and the Book-Entry Shares so surrendered shall immediately be cancelled. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of any the Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained 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 Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.5 shall, upon receipt by the Paying Agent of an “agent’s message” in customary form or such other information or procedures as may be reasonably required by the Paying Agent (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such shares of Company Common Stock upon receipt by the Paying Agent of such “agent’s message” or such other evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time, cash in an amount equal to the Upfront Per Share Merger Consideration multiplied by the number of shares of Company Common Stock previously represented by such Book-Entry Shares. No interest shall be paid or accrue on any cash payable upon surrender of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall will not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.5 shall, (other than Cancelled Shares and Dissenting Shares) shall upon receipt by the Paying Agent of an “agent’s message” in customary form or such other information or procedures as may be reasonably required by the Paying Agent (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such shares of Company Common Stock Shares upon receipt by the Paying Agent of such “agent’s message” or such other evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, a cash amount in an amount immediately available funds (after giving effect to any required Tax withholdings as provided in Section 2.3(f)) equal to the Upfront Per Share Merger Consideration multiplied product obtained by multiplying (A) the number of shares of Company Common Stock previously Shares represented by such Book-Entry SharesShares by (B) the Per Share Merger Consideration, and the Book-Entry Shares so surrendered shall immediately be cancelled. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of any the Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall will not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article IIConsideration. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.5 shall, (other than Cancelled Shares and Dissenting Shares) shall upon receipt by the Paying Agent of an “agent’s message” in customary form or such other information or procedures as may be reasonably required by the Paying Agent (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such shares of Company Common Stock Shares upon receipt by the Paying Agent of such “agent’s message” or such other evidence, if any, as the Paying Agent may reasonably request), ) be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, a cash amount in an amount immediately available funds (after giving effect to any required Tax withholdings as provided in Section 2.3(e)) equal to the Upfront Per Share Merger Consideration multiplied product obtained by multiplying (A) the number of shares of Company Common Stock previously Shares represented by such Book-Entry SharesShares by (B) the Per Share Merger Consideration, and the Book-Entry Shares so surrendered shall immediately be cancelled. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of any the Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained 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 Paying Agent to receive the Per Share Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IISection 4.1(a). In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.5 shall, (other than Excluded Shares) shall upon receipt by the Paying Agent of an “agent’s message” in customary form or such other information or procedures evidence, if any, as may be reasonably required by the Paying Agent may reasonably request (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such shares of Company Common Stock Shares upon receipt by the Paying Agent of such “agent’s message” or such other evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and Parent shall cause the Paying Agent receive in exchange therefor a cash amount in immediately available funds (after giving effect to pay and deliver any required Tax withholdings as promptly as practicable after the Effective Time, cash provided in an amount Section 4.2(f)) equal to the Upfront Per Share Merger Consideration multiplied by (A) the number of shares of Company Common Stock previously Shares represented by such Book-Entry SharesShares multiplied by (B) the Per Share Merger Consideration, and the Book-Entry Shares so surrendered shall forthwith be cancelled. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of any the Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything As soon as reasonably practical after the Effective Time and in any event no later than the third (3rd) Business Day following the Closing Date, Parent shall cause the Paying Agent to the contrary contained in this Agreement, any mail or otherwise provide to each holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Book-Entry whose Shares whose shares of Company Common Stock were converted into the a right to receive the Per Share Merger Consideration pursuant to Section 2.5 shall2.05, (A) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title shall pass, with respect to each Book-Entry Share, only upon receipt by delivery of an “agent’s message” regarding the book-entry transfer of the Book-Entry Shares (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request) and (B) instructions for use in effecting the surrender of the Book-Entry Shares in exchange for the Per Share Merger Consideration. Upon surrender to the Paying Agent of the Book-Entry Shares by book-receipt of an “agent’s message” in customary form or accordance with the terms of such letter of transmittal, and such other information or procedures documents as may reasonably be reasonably required by the Paying Agent (it being understood that Agent, the holders holder of such Book-Entry Shares shall be deemed to have surrendered such shares of Company Common Stock upon receipt by the Paying Agent of such “agent’s message” or such other evidence, if any, as the Paying Agent may reasonably request), be entitled to receivereceive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver in exchange thereof as promptly as practicable after practicable, the Effective Time, cash in an amount equal to the Upfront aggregate Per Share Merger Consideration multiplied by the number of shares of Company Common Stock previously represented by such Book-Entry Sharesin respect thereof. No interest shall be paid or accrue on any cash payable upon surrender conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall will not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that Per Share Closing Amount in respect of such holder is entitled to receive pursuant to this Article IIBook-Entry Shares. In lieu thereof, in addition to the right to receive CVRs under this Agreement and the CVR Agreement, each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.5 (other than Excluded Shares, Dissenting Shares and Shares represented by ADSs) shall, upon receipt by the Paying Agent of an “agent’s message” in customary form or such other information or procedures as may be reasonably required by the Paying Agent (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such shares of Company Common Stock upon receipt by the Paying Agent of such “agent’s message” or such other evidence, if any, as the Paying Agent may have reasonably request)requested, be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, a cash amount in an amount immediately available funds (subject to any required Tax withholdings as provided in Section 2.3(e)) equal to the Upfront Per Share Merger Consideration multiplied product obtained by multiplying (A) the number of shares of Company Common Stock previously Shares represented by such Book-Entry SharesShares by (B) the Per Share Closing Amount. No interest shall will be paid or accrue accrued on any cash amount payable upon surrender due receipt of any Book-Entry Sharesby the Paying Agent of an “agent’s message” in customary form or other evidence, if any, as the Paying Agent may have reasonably requested.