Common use of Cancellation and Retirement of Common Stock Clause in Contracts

Cancellation and Retirement of Common Stock. As of the Effective Time, all certificates representing shares of Company Common Stock, other than certificates representing Dissenting Shares, issued and outstanding immediately prior to the Effective Time, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 6(b).

Appears in 2 contracts

Samples: Merger Agreement (Cic Acquisition Sub Inc), Merger Agreement (Conso International Corp)

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Cancellation and Retirement of Common Stock. As of At the Effective Time, all certificates representing shares of Company Common Stock, other than certificates representing Dissenting Shares, Stock that are issued and outstanding immediately prior to the Effective Time, Time shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate Certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except for the right to receive the Common Stock Merger Consideration Consideration, and except for any rights that may attach pursuant to the CGCL with respect to Dissenting Shares upon surrender of such certificate Certificate in accordance with Section 6(b)3.4.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Blackline, Inc.), Agreement and Plan of Merger (Blackline, Inc.)

Cancellation and Retirement of Common Stock. As of the Effective Time, all certificates representing shares of Company Common Stock, Stock (other than certificates representing Dissenting Shares, shares referred to in Section 2.1(b)) issued and outstanding immediately prior to the Effective Time, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall shall, to the extent such certificate represents such shares, cease to have any rights with respect thereto, except the right to receive the Merger Consideration applicable thereto, upon surrender of such certificate in accordance with Section 6(b2.3, and subject to Section 2.1(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Camelot Music Holdings Inc)

Cancellation and Retirement of Common Stock. As of the Effective Time, Time all certificates representing shares of Company Common StockShares, other than certificates representing Shares to be canceled in accordance with Section 2.1(b) or Dissenting Shares, issued and outstanding immediately prior to the Effective Time, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 6(b)2.3. SECTION 2.2.

Appears in 1 contract

Samples: Exhibit 2 Agreement and Plan of Merger (Back Bay Restaurant Group Inc)

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Cancellation and Retirement of Common Stock. As of the Effective Time, all certificates representing shares of Company Common Stock, other than certificates representing shares to be canceled in accordance with Section 2.1(b) or Dissenting Shares, issued and outstanding immediately prior to the Effective Time, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 6(b)2.3.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bertuccis Inc)

Cancellation and Retirement of Common Stock. As of the Effective Time, all certificates representing shares of Company Common Stock, other than certificates representing shares to be cancelled in accordance with Section 2.1(b) or Dissenting Shares, issued and outstanding immediately prior to the Effective Time, shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 6(b)2.3.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Davco Restaurants Inc)

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