Cancellation and Retirement of Company Common Stock. As of the Effective Time, all shares of Company Common Stock 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 Company Common Stock (collectively, the "Certificates") 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 (including cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.09(e) hereof) to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 1.09 hereof.
Appears in 3 contracts
Samples: Merger Agreement (Axys Pharmaceuticals Inc), Merger Agreement (Axys Pharmaceuticals Inc), Merger Agreement (Applera Corp)
Cancellation and Retirement of Company Common Stock. As of the Effective Time, all shares of Company Common Stock 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 Company Common Stock (collectively, the "βCertificates"β) 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 (including and cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.09(e) hereofStock) to be issued or paid in consideration therefor upon surrender of such certificate Certificate in accordance with Section 1.09 hereof2.02.
Appears in 3 contracts
Samples: Merger Agreement (Macrochem Corp), Merger Agreement (Macrochem Corp), Merger Agreement (Access Pharmaceuticals Inc)
Cancellation and Retirement of Company Common Stock. As of the Effective TimeTime 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 (collectively, the "Certificates") 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 Parent Common Stock and CVPs (including and cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.09(e) hereofshares) to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 1.09 hereof2.02.
Appears in 2 contracts
Samples: Merger Agreement (Quintiles Transnational Corp), Merger Agreement (Pharmaceutical Marketing Services Inc)
Cancellation and Retirement of Company Common Stock. As of the Effective TimeTime of the Merger, all shares of Company Common Stock (other than shares referred to in Section 2.01(d) and 2.01(c)(i)) 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 (collectively, the "Certificates") shall, to the extent such Certificate certificate represents such shares, cease to have any rights with respect thereto, except the right to receive the Merger Consideration (cash, including cash in lieu of fractional shares of Parent Company Common Stock pursuant to Section 1.09(e) hereof) Stock, to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 1.09 hereof2.05.
Appears in 2 contracts
Samples: Merger Agreement (NXS I LLC), Merger Agreement (Amphenol Corp /De/)
Cancellation and Retirement of Company Common Stock. As of the Effective TimeTime of the Merger, all shares of Company Common Stock and the associated Rights 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 (collectively, the "Certificates") 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 (including and cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.09(e) hereofshares) to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 1.09 hereof2.02.
Appears in 2 contracts
Samples: Merger Agreement (Walsh International Inc \De\), Merger Agreement (Pharmaceutical Marketing Services Inc)
Cancellation and Retirement of Company Common Stock. As of the --------------------------------------------------- Effective Time, all shares of Company Common Stock (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 and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock (collectively, the "Certificates") shall, to the extent such Certificate represents such shares, shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration (including in accordance with Section 2.1(c) and any cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.09(e) hereof) to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 1.09 hereof2.5.
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Cancellation and Retirement of Company Common Stock. As of the --------------------------------------------------- Effective Time, all shares of Company Common Stock (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 and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock (collectively, the "Certificates") shall, to the extent such Certificate represents such shares, shall cease to have any rights with respect thereto, except (subject to Section 2.1(d)) the right to receive the applicable Merger Consideration (including in accordance with Section 2.1(c) and any cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.09(e) hereof) to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 1.09 hereof2.5.
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Cancellation and Retirement of Company Common Stock. As of the Effective Time, all shares of Company Common Stock (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 and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock (collectively, the "Certificates") shall, to the extent such Certificate represents such shares, shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration (including in accordance with Section 2.1(c) and any cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.09(e) hereof) to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 1.09 hereof2.5.
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Cancellation and Retirement of Company Common Stock. As At the Effective Time of the Effective TimeMerger, 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 (collectively, the "Certificates") 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 (including and cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.09(e) hereofStock) to be issued or paid in consideration therefor upon surrender of such certificate Certificate in accordance with Section 1.09 hereof2.2.
Appears in 1 contract
Samples: Merger Agreement (Opentv Corp)
Cancellation and Retirement of Company Common Stock. As of the Effective Time, all shares of Company Common Stock (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 and retired and shall cease to exist, and each holder of a certificate certifi- cate representing any such shares of Company Common Stock (collectively, the "Certificates") shall, to the extent such Certificate represents such shares, shall cease to have any rights with respect thereto, except (subject to Section 2.1(d)) the right to receive the applicable Merger Consideration (including in accordance with Section 2.1(c) and any cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.09(e) hereof) to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 1.09 hereof2.5.
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