Cancellation and Retirement of Company Common Stock. As of the Effective Time of the Merger, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time of the Merger, 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 Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration to be issued in consideration therefor upon surrender of such certificate in accordance with Section 2.04.
Appears in 9 contracts
Samples: Acquisition Agreement and Plan of Merger (Monster Offers), Agreement and Plan of Merger (Alpha Virtual Inc/Ca/), Agreement and Plan of Merger (GPN Network Inc)
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the MergerTime, all shares of Company Common Stock (other than shares referred to in Section 3.01(d)) issued and outstanding immediately prior to the Effective Time of the MergerTime, shall no longer be outstanding and shall automatically be cancelled 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 applicable Merger Consideration Consideration, to be issued paid in consideration therefor upon surrender of such certificate in accordance with Section 2.043.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atlas Copco North America Inc), Agreement and Plan of Merger (Prime Service Inc)
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the Merger, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time of the Merger, 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 Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration to be issued in consideration therefor therefore upon surrender of such certificate in accordance with Section 2.04.
Appears in 2 contracts
Samples: 25 Agreement and Plan of Merger (Alpha Virtual Inc/Ca/), Acquisition Agreement and Plan of Merger (AirtimeDSL)
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the MergerTime, all shares of Company Common Stock issued and outstanding immediately prior to before the Effective Time of the Merger, shall no longer be outstanding and shall automatically be cancelled canceled and retired 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 theretoto such shares, except (in each case, other than shares referred to in Section 2.1(b) and Dissenting Shares) the right to receive the applicable Merger Consideration to be issued in consideration therefor Consideration, without interest, upon surrender of such certificate in accordance with Section 2.042.2.
Appears in 1 contract
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the MergerTime, all shares of Company Common Stock (other than any shares owned by Parent or any Subsidiary of Parent other than Merger Sub) issued and outstanding immediately prior to the Effective Time of the MergerTime, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall (a “Certificate”) shall, to the extent such Certificate represents such shares, cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration to be issued in consideration therefor upon surrender of such certificate in accordance with Section 2.04Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Riviera Holdings Corp)
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the MergerTime, all shares of Company Common Stock (other than any shares owned by Parent or any Subsidiary of Parent other than Merger Sub) issued and outstanding immediately prior to the Effective Time of the MergerTime, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall (a "Certificate") shall, to the extent such Certificate represents such shares, cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration to be issued in consideration therefor upon surrender of such certificate in accordance with Section 2.04Consideration.
Appears in 1 contract
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the MergerTime, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall no longer be outstanding and shall automatically be cancelled canceled and retired 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 applicable Merger Consideration to be issued in consideration therefor Consideration, upon surrender of such certificate certificate(s) in accordance with Section 2.04Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rock Bottom Restaurants Inc)
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the MergerTime, all shares of Company Common Stock (other than Electing Shares, Management Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time of the Merger, shall no longer be outstanding and automatically shall automatically be cancelled 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 applicable Merger Consideration to be issued Cash Election Price in consideration therefor upon surrender of such certificate in accordance with Section 2.042.05.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Homco Puerto Rico Inc)
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the MergerTime, all shares of Company Common Stock issued (other than shares to be canceled in accordance with SECTION 2.1(A) and outstanding immediately prior to the Effective Time of the Merger, Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled canceled and retired 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 applicable Merger Consideration to be issued in consideration therefor Consideration, without interest, upon surrender of such certificate in accordance with Section 2.04SECTION 2.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Royal Appliance Manufacturing Co)
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the Merger, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time of the Merger, 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 Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration to be issued in consideration therefor upon surrender of such certificate in accordance with Section 2.04.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (National Filing Agents Inc)
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the MergerTime, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time of the Merger, 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 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 applicable Merger Consideration to be issued in consideration therefor applicable thereto, upon surrender of such certificate in accordance with Section 2.04Certificate on the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Freedom Securities Corp /De/)
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the Merger, all All shares of Company Common Stock issued (other than shares to be canceled in accordance with SECTION 2.1(a) and outstanding immediately prior to the Effective Time of the Merger, Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled canceled and retired 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 applicable Merger Consideration to be issued in consideration therefor Consideration, without interest, upon surrender of such certificate in accordance with Section 2.04SECTION 2.3.
Appears in 1 contract
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the Merger, as set forth in subsection (c) and subject to subsection (d) hereof, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time of the Merger, 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 Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration to be issued in consideration therefor upon surrender of such certificate in accordance with Section 2.04.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Absolute Glass Protection Inc)
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the MergerTime, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time of the Merger, 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 Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration to be issued in consideration therefor Consideration, upon surrender of such certificate certificate(s) in accordance with Section 2.04Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NPC International Inc)
Cancellation and Retirement of Company Common Stock. As of At the Effective Time of the MergerTime, all certificates representing shares of Company Common Stock (other than certificates representing shares canceled in accordance with Section 3.1(c)) issued and outstanding immediately prior to the Effective Time of the MergerTime, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to existdeemed outstanding, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except upon payment of the right to receive the applicable Merger Consideration to be issued in consideration therefor upon surrender of such certificate in accordance with Section 2.04Consideration.
Appears in 1 contract
Samples: Agreement of Merger (Eclipsys Corp)
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the Merger, all All shares of Company Common Stock issued (other than shares to be canceled in accordance with Section 2.1(a) and outstanding immediately prior to the Effective Time of the Merger, Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled canceled and retired 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 applicable Merger Consideration to be issued in consideration therefor Consideration, without interest, upon surrender of such certificate in accordance with Section 2.042.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rent a Center Inc De)
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the MergerTime, all shares of Company Common Stock (in each case, other than shares referred to in Section 2.1(b) and Dissenting Shares) issued and outstanding immediately prior to the Effective Time of the MergerTime, 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 Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration to be issued in consideration therefor upon surrender of such certificate in accordance with Section 2.042.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medical Imaging Centers of America Inc)
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the MergerTime, all shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time of the MergerTime, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall Shares shall, to the extent such certificate represents such Shares, cease to have any rights with respect thereto, except except, in all cases other than Excluded Shares and Dissenting Shares, the right to receive the applicable Merger Consideration to be issued in consideration Per Share Amount therefor upon surrender of such certificate in accordance with Section 2.042.7.
Appears in 1 contract
Cancellation and Retirement of Company Common Stock. As All outstanding shares of the Effective Time of the Merger, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall no longer be outstanding and shall automatically be cancelled cancel and retired and shall cease to exist, and each holder of a certificate representing any such that immediately prior to the Effective Time represented shares of Company Common Stock shall cease to have any rights with respect thereto, thereto except (other than in the case of Excluded Shares) the right to receive the applicable Merger Consideration Consideration, without interest, to be issued paid in consideration therefor therefore upon surrender of such certificate in accordance with Section 2.042.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Icg Communications Inc /De/)
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the Merger, all All shares of Company Common Stock issued and outstanding immediately prior to the Effective Time of the Merger, 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 Company Common Stock shall shall, to the extent such certificate represents such shares of Company Common Stock, cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration to be issued in consideration therefor upon surrender of such certificate in accordance with Section 2.04.3.4. 3.2
Appears in 1 contract
Samples: Execution Copy Agreement and Plan of Merger (Vestar Sheridan Inc)