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

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 (and cash in lieu of fractional shares of Parent Common Stock) to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.02.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Macrochem Corp), Agreement and Plan of Merger (Macrochem Corp), Agreement and Plan of Merger (Access Pharmaceuticals Inc)

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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) and 2.1(c)(i)) 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 certificate represents such shares, cease to have any rights with respect thereto, except the right to receive the Merger Consideration (and cash, including cash in lieu of fractional shares of Parent Company Common Stock) Stock to be issued or paid in consideration therefor upon surrender of such Certificate certificate in accordance with Section 2.022.7.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Kindercare Learning Centers Inc /De), Agreement and Plan of Merger (TCW Group Inc), Agreement and Plan of Merger (KCLC Acquisition 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 "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 (and including cash in lieu of fractional shares of Parent Common StockStock pursuant to Section 1.09(e) hereof) to be issued or paid in consideration therefor upon surrender of such Certificate certificate in accordance with Section 2.021.09 hereof.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Axys Pharmaceuticals Inc), Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Axys Pharmaceuticals Inc)

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 (and cash in lieu of fractional shares of Parent Common Stockshares) to be issued or paid in consideration therefor upon surrender of such Certificate certificate in accordance with Section 2.02.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pharmaceutical Marketing Services Inc), Agreement and Plan of Merger (Walsh International Inc \De\)

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 (and cash in lieu of fractional shares of Parent Common Stockshares) to be issued or paid in consideration therefor upon surrender of such Certificate certificate in accordance with Section 2.02.

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 (and cash, including cash in lieu of fractional shares of Parent Company Common Stock) , to be issued or paid in consideration therefor upon surrender of such Certificate certificate in accordance with Section 2.022.05.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (NXS I LLC), Agreement and Plan of Merger (Amphenol Corp /De/)

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 (in accordance with Section 2.1(c) and any cash in lieu of fractional shares of Parent Common Stock) Stock to be issued or paid in consideration therefor upon surrender of such Certificate certificate in accordance with Section 2.022.5.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Berkshire Hathaway Inc /De/)

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 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 certificate represents such shares, cease to have any rights with respect thereto, except the right to receive the Closing Merger Consideration (and cash in lieu of fractional Consideration, as adjusted, allocable to the shares of Parent Common Stock) represented by such certificate set forth above to be issued or paid in consideration therefor therefor, without interest, upon surrender of such Certificate certificate in accordance with Section 2.021.5.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Restaurant Acquisition Partners, Inc.)

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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 (in accordance with Section 2.1(c) and any cash in lieu of fractional shares of Parent Common Stock) Stock to be issued or paid in consideration therefor upon surrender of such Certificate certificate in accordance with Section 2.022.5.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Berkshire Hathaway Inc /De/)

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 (in accordance with Section 2.1(c) and any cash in lieu of fractional shares of Parent Common Stock) Stock to be issued or paid in consideration therefor upon surrender of such Certificate certificate in accordance with Section 2.022.5.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flightsafety International Inc)

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 (and cash in lieu of fractional shares of Parent Common Stock) to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.022.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (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 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 (in accordance with Section 2.1(c) and any cash in lieu of fractional shares of Parent Common Stock) Stock to be issued or paid in consideration therefor upon surrender of such Certificate certificate in accordance with Section 2.022.5.

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Dairy Queen Inc)

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