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

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

Appears in 2 contracts

Samples: Merger Agreement (Blackline, Inc.), Merger Agreement (Blackline, Inc.)

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Cancellation and Retirement of Common Stock. At As of the Effective Time, all certificates representing shares of Company Common Stock that are Stock, other than certificates representing Dissenting Shares, issued and outstanding immediately prior to the Effective Time Time, shall no longer be outstanding and shall automatically be cancelled and retired canceled 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, and except for any rights that may attach pursuant to the CGCL with respect to Dissenting Shares Consideration upon surrender of such Certificate certificate in accordance with Section 3.46(b).

Appears in 2 contracts

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

Cancellation and Retirement of Common Stock. At As of the Effective Time, all shares of Common Stock that are (other than shares referred to in Section 2.1(b)) issued and outstanding immediately prior to the Effective Time Time, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a Certificate certificate representing any such shares of Common Stock shall shall, to the extent such certificate represents such shares, cease to have any rights with respect thereto, except for the right to receive the Common Stock Merger ConsiderationConsideration applicable thereto, 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 3.42.3, and subject to Section 2.1(d).

Appears in 1 contract

Samples: Merger Agreement (Camelot Music Holdings Inc)

Cancellation and Retirement of Common Stock. At As of the Effective TimeTime all certificates representing Shares, all shares of Common Stock that are 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 Time, shall no longer be outstanding and shall automatically be cancelled and retired canceled and shall cease to exist, and each holder of a Certificate certificate representing any such shares of Common Stock Shares shall cease to have any rights with respect thereto, except for the right to receive the Common Stock Merger Consideration, and except for any rights that may attach pursuant to the CGCL with respect to Dissenting Shares Consideration upon surrender of such Certificate certificate in accordance with Section 3.42.3.

Appears in 1 contract

Samples: Merger Agreement (Back Bay Restaurant Group Inc)

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Cancellation and Retirement of Common Stock. At As of the Effective Time, all certificates representing shares of Common Stock that are 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 Time, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate certificate representing any such shares of Common Stock shall cease to have any rights with respect thereto, except for the right to receive the Common Stock Merger Consideration, and except for any rights that may attach pursuant to the CGCL with respect to Dissenting Shares Consideration upon surrender of such Certificate certificate in accordance with Section 3.42.3.

Appears in 1 contract

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

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