Common use of No Further Ownership Rights Clause in Contracts

No Further Ownership Rights. From and after the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each holder of a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock shall 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 3.2, or with respect to Dissenting Company Shares, the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with Section 262 of the DGCL. The Merger Consideration paid in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock (other than Dissenting Company Shares to the extent the holder thereof has not failed to perfect, withdrawn or otherwise lost the right to appraisal of such Dissenting Company Shares under Section 262 of the DGCL). From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock 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. 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 III.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Aratana Therapeutics, Inc.)

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No Further Ownership Rights. From and after the Effective Time, all shares of Company Common Stock Shares (including Company Shares represented by ADSs) shall no longer be outstanding and outstanding, all Company Shares shall automatically be cancelled, retired cancelled and cease to exist, and all ADSs shall be surrendered, and each holder of a Certificate Company Share or Uncertificated Shares theretofore ADSs representing any shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration payable therefor for each of such Company Shares (other than Excluded Shares) or ADSs (other than ADSs representing Excluded Shares) upon the surrender thereof cancellation of each of such Company Shares or ADSs in accordance with the provisions of Section 3.2, or with respect to Dissenting Company Shares, the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with Section 262 of the DGCL. The Per Share Merger Consideration and the Per ADS Merger Consideration paid for each Company Share or ADS in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock (other than Dissenting Company Shares to the extent the holder thereof has not failed to perfect, withdrawn or otherwise lost the right to appraisal of such Dissenting (including Company Shares under Section 262 of the DGCLrepresented by ADSs). From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of shares Company of Company Common Stock Shares (including Company Shares represented by ADSs) 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. If, after the Effective Time, Certificates or Certificates, Uncertificated Shares or ADSs are presented to the Surviving Corporation Company for any reason, they shall be surrendered, canceled and or exchanged as provided in this Article III.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gridsum Holding Inc.), Agreement and Plan of Merger (iDreamSky Technology LTD)

No Further Ownership Rights. From and after the Effective Time, all The shares of Company Parent Common Stock shall no longer be outstanding delivered and shall automatically be cancelled, retired and cease to exist, and each holder of a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock shall 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 3.2, or with respect to Dissenting Company Shares, the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with Section 262 of the DGCL. The Merger Consideration cash paid in accordance with the terms of this Article III in respect of any shares of Company Common Stock shall be deemed to have been delivered and paid in full satisfaction of all rights pertaining to such shares of Company Common Stock (subject to DGCL 262). From and after the Effective Time (i) all holders of Certificates and Book-Entry Shares shall cease to have any rights as stockholders of the Company other than Dissenting Company Shares to the extent the holder thereof has not failed to perfect, withdrawn or otherwise lost the right to appraisal receive the Merger Consideration into which the shares represented by such Certificates or Book-Entry Shares have been converted pursuant to this Agreement upon the surrender of such Dissenting Company Certificate or Book-Entry Share in accordance with Section 3.2(f) (together with the Fractional Share Cash Amount and any dividends or other distributions to which such Certificates or Book-Entry Shares under become entitled in accordance with Section 262 3.2(g)), without interest and (ii) the stock transfer books of the DGCL)Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. From and after the Effective Time, there shall be no further registration of transfers on the records stock transfer books of the Surviving Corporation Company of shares of Company Common Stock 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. If, after the Effective Time, any Certificates or Uncertificated Book-Entry Shares formerly representing shares of Company Common Stock are presented to Parent or the Surviving Corporation Exchange Agent for any reason, they such Certificates or Book-Entry Shares shall be canceled cancelled and exchanged as provided in this Article III, subject to applicable Law in the case of Dissenting Shares.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sterling Check Corp.), Agreement and Plan of Merger (First Advantage Corp)

No Further Ownership Rights. From and after the Effective Time, all shares of Company Common Stock Shares (including Company Shares represented by ADSs) shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each holder of a Certificate or Certificate, Uncertificated Shares or ADSs theretofore representing any shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, payable therefor upon the surrender thereof in accordance with the provisions of Section 3.2, or with respect to Dissenting Company Shares, the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with Section 262 of the DGCL2.8. The Per Share Merger Consideration and the Per ADS Merger Consideration paid in accordance with the terms of this Article III II shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock (other than Dissenting Company Shares to the extent the holder thereof has not failed to perfect, withdrawn or otherwise lost the right to appraisal of such Dissenting (including Company Shares under Section 262 of the DGCLrepresented by ADSs). From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of shares Company of Company Common Stock Shares (including Company Shares represented by ADSs) 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. If, after the Effective Time, Certificates or Certificates, Uncertificated Shares or ADSs are presented to the Surviving Corporation Company for any reason, they shall be canceled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vimicro International CORP)

No Further Ownership Rights. From and after the Effective Time, all shares of Company Common Stock Shares (including Company Shares represented by ADSs) shall no longer be outstanding and outstanding, all Company Shares shall automatically be cancelled, retired cancelled and cease to exist, and all ADSs shall be surrendered, and each holder of a Certificate Company Share or Uncertificated Shares theretofore ADSs representing any shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration payable therefor for each of such Company Shares (other than Excluded Shares) or ADSs (other than ADS representing Excluded Shares) upon the surrender thereof cancellation of each of such Company Shares or ADSs in accordance with the provisions of Section 3.2, or with respect to Dissenting Company Shares, the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with Section 262 of the DGCL. The Per Share Merger Consideration and the Per ADS Merger Consideration paid for each Company Share or ADS in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock (other than Dissenting Company Shares to the extent the holder thereof has not failed to perfect, withdrawn or otherwise lost the right to appraisal of such Dissenting (including Company Shares under Section 262 of the DGCLrepresented by ADSs). From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of shares Company of Company Common Stock Shares (including Company Shares represented by ADSs) 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. If, after the Effective Time, Certificates or Certificates, Uncertificated Shares or ADSs are presented to the Surviving Corporation Company for any reason, they shall be surrendered, canceled and or exchanged as provided in this Article III.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bona Film Group LTD)

No Further Ownership Rights. From and after the Effective Time, all shares of Company Common Stock Shares (including Company Shares represented by ADSs) (excluding the Founder Shares) shall no longer be outstanding and outstanding, all Company Shares (excluding the Founder Shares) shall automatically be cancelled, retired cancelled and cease to exist, and all ADSs shall be surrendered, and each holder of a Certificate Company Share (excluding the Founder Shares) or Uncertificated Shares theretofore ADSs representing any shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration payable therefor upon the surrender cancellation thereof in accordance with the provisions of Section 3.2, or with respect to Dissenting Company Shares, the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with Section 262 of the DGCL. The Per Share Merger Consideration and the Per ADS Merger Consideration paid in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock (other than Dissenting Company Shares to the extent the holder thereof has not failed to perfect, withdrawn or otherwise lost the right to appraisal of such Dissenting (including Company Shares under Section 262 of the DGCLrepresented by ADSs). From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock Shares (including Company Shares represented by ADSs) (excluding the Founder 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. If, after the Effective Time, Certificates or (other than any Certificates in respect of the Founder Shares), Uncertificated Shares or ADSs are presented to the Surviving Corporation for any reason, they shall be canceled and surrendered, canceled, exchanged as provided in this Article III.

Appears in 1 contract

Samples: Agreement and Plan of Merger (China Nuokang Bio-Pharmaceutical Inc.)

No Further Ownership Rights. From and after the Effective Time, all shares of Company Common Stock Shares (including Company Shares represented by ADSs) that were issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled, retired cancelled and cease to exist, and all ADSs shall be surrendered, and each holder of a Certificate Company Share or Uncertificated Shares theretofore ADSs representing any shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except as otherwise provided for in this Agreement and the right to receive the Cayman Companies Act. The Per Share Merger Consideration payable therefor upon and the surrender thereof in accordance with the provisions of Section 3.2, or with respect to Dissenting Company Shares, the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with Section 262 of the DGCL. The Per ADS Merger Consideration paid for each Company Share (other than Excluded Shares) or ADS (other than ADSs representing Excluded Shares) in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock (other than Dissenting Company Shares to the extent the holder thereof has not failed to perfect, withdrawn or otherwise lost the right to appraisal of such Dissenting (including Company Shares under Section 262 of the DGCLrepresented by ADSs). From and after the Effective Time, there shall be no further registration of transfers of shares on the records register of members of the Surviving Corporation Company of shares of any Company Common Stock Shares (including Company Shares represented by ADSs) 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. If, after the Effective Time, Certificates or Certificates, Uncertificated Shares or ADSs are presented to the Surviving Corporation Company for any reason, they shall be canceled and surrendered, cancelled or exchanged as provided in this Article III.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hailiang Education Group Inc.)

No Further Ownership Rights. From and after the Effective Time, all shares of Company Common Stock Shares (including Company Shares represented by ADSs) and ADSs shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each holder of a Certificate or any Certificates, Uncertificated Shares or ADSs theretofore representing any shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, payable therefor upon the surrender thereof in accordance with the provisions of Section 3.2, or with respect to Dissenting Company Shares, the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with Section 262 of the DGCL2.8. The Per Share Merger Consideration and the Per ADS Merger Consideration paid in accordance with the terms of this Article III II shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock (other than Dissenting Company Shares to the extent the holder thereof has not failed to perfect, withdrawn or otherwise lost the right to appraisal of such Dissenting (including Company Shares under Section 262 of the DGCLrepresented by ADSs). From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock Shares (including Company Shares represented by ADSs) 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. IfSubject to Section 2.11, if, after the Effective Time, Certificates or Certificates, Uncertificated Shares or ADSs are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liu Tianwen)

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No Further Ownership Rights. From and after the Effective Time, all shares of Company Common Stock Shares (including Company Shares represented by ADSs) shall no longer be outstanding and outstanding, all Company Shares shall automatically be cancelled, retired cancelled and cease to exist, and all ADSs shall be surrendered, and each holder of a Certificate Company Share or Uncertificated Shares theretofore ADSs representing any shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration payable therefor for each of such Company Shares or ADSs upon the surrender thereof cancellation of each of such Company Shares or ADSs in accordance with the provisions of Section 3.2, or with respect to Dissenting Company Shares, the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with Section 262 of the DGCL. The Per Share Merger Consideration and the Per ADS Merger Consideration paid for each Company Share or ADS in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock (other than Dissenting Company Shares to the extent the holder thereof has not failed to perfect, withdrawn or otherwise lost the right to appraisal of such Dissenting (including Company Shares under Section 262 of the DGCLrepresented by ADSs). From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of shares Company of Company Common Stock Shares (including Company Shares represented by ADSs) 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. If, after the Effective Time, Certificates or Certificates, Uncertificated Shares or ADSs are presented to the Surviving Corporation Company for any reason, they shall be surrendered, canceled and or exchanged as provided in this Article III.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Qihoo 360 Technology Co LTD)

No Further Ownership Rights. From and after the Effective Time, all shares of Company Common Stock Shares (including Company Shares represented by ADSs) shall no longer be outstanding and outstanding, all Company Shares (including Company Shares represented by ADSs) shall automatically be cancelled, retired and cease to exist, and all ADSs shall be surrendered, and each holder of a Certificate or Certificate, Uncertificated Shares or ADSs theretofore representing any shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration payable therefor upon the surrender thereof in accordance with the provisions of Section 3.2, or with respect to Dissenting Company Shares, the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with Section 262 of the DGCL2.8. The Per Share Merger Consideration and the Per ADS Merger Consideration paid in accordance with the terms of this Article III II shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock (other than Dissenting Company Shares to the extent the holder thereof has not failed to perfect, withdrawn or otherwise lost the right to appraisal of such Dissenting (including Company Shares under Section 262 of the DGCLrepresented by ADSs). From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock Shares (including Company Shares represented by ADSs) 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. If, after the Effective Time, Certificates or Certificates, Uncertificated Shares or ADSs are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WSP Holdings LTD)

No Further Ownership Rights. From and after the Effective Time, all The applicable Merger Consideration paid in respect of shares of Company Capital Stock or OpCo Common Stock shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each holder of a Certificate or Uncertificated Shares theretofore representing any shares of Company Common Stock shall 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 3.2, or with respect to Dissenting Company Shares, the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with Section 262 of the DGCL. The Merger Consideration paid Units in accordance with the terms of this Article III II shall be deemed to have been paid in full satisfaction of all rights pertaining to such the shares of Company Capital Stock or OpCo Common Stock (other than Dissenting Units, as applicable, previously represented by such Book Entry Interests, and at the Company Shares to the extent the holder thereof has not failed to perfect, withdrawn or otherwise lost the right to appraisal of such Dissenting Company Shares under Section 262 of the DGCL). From and after the Merger Effective Time, the stock transfer books of the Company shall be closed, and at the OpCo Merger Effective Time, the transfer books of OpCo shall be closed, and there shall be no further registration of transfers transfers, in the case of the Surviving Corporation, on the records stock transfer books of the Surviving Corporation of the shares of Company Common Capital Stock that were issued and outstanding immediately prior to the Company Merger Effective Time and, in the case of the Surviving LLC, on the transfer books of the Surviving LLC of the OpCo Common Units that were outstanding immediately prior to the OpCo Merger Effective Time. From and after the Company Merger Effective Time or the OpCo Merger Effective Time, other than transfers to reflectas applicable, in accordance with customary settlement procedures, trades effected the holders of Book Entry Interests outstanding immediately prior to the Company Merger Effective Time. If, after Time or the OpCo Merger Effective Time, Certificates as applicable, shall cease to have any rights with respect to such interests, except as otherwise provided for herein or Uncertificated Shares by applicable Law. Subject to the last sentence of Section 2.04(d), if, at any time after the Company Merger Effective Time or the OpCo Merger Effective Time, Book Entry Interests are presented to the Surviving Corporation or the Surviving LLC, as applicable, for any reason, they shall be canceled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Radius Global Infrastructure, Inc.)

No Further Ownership Rights. From and after the Effective Time, all shares of Company Common Stock Shares (including Company Shares represented by ADSs) and ADSs shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each holder of a Certificate or any Certificates, Uncertificated Shares or ADSs theretofore representing any shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, payable therefor upon the surrender thereof in accordance with the provisions of Section 3.2, or with respect to Dissenting Company Shares, the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with Section 262 of the DGCL2.8. The Per Share Merger Consideration and the Per ADS Merger Consideration paid to holders of Company Shares (including Company Shares represented by ADSs) other than the Excluded Shares in accordance with the terms of this Article III II shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock (other than Dissenting Company Shares to the extent the holder thereof has not failed to perfect, withdrawn or otherwise lost the right to appraisal of such Dissenting Company Shares under Section 262 of the DGCL)Shares. From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock Shares (including Company Shares represented by ADSs) 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. If, after the Effective Time, Certificates or Certificates, Uncertificated Shares or ADSs are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article IIIII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trina Solar LTD)

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