Cancellation and Retirement of Company Common Stock. As of the Effective Time of the Merger, all shares of Company Common Stock (other than shares referred to in Section 3.1(b)) issued and outstanding immediately prior to the Effective Time of the Merger, 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, 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, without interest, upon surrender of such certificate in accordance with Section 3.3 or the right, if any, to receive payment from the Surviving Corporation for the 'fair value' of such shares as determined in accordance with the provisions of Section 262 of the DGCL.
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Samples: Agreement and Plan of Merger (Signature Brands Usa Inc), Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (Sunbeam Corp/Fl/)
Cancellation and Retirement of Company Common Stock. As of the Effective Time of the Merger, all shares of Company Common Stock (other than shares referred to in Section 3.1(b)) issued and outstanding immediately prior to the Effective Time of the Merger, 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, 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, without interest, upon surrender of such certificate in accordance with Section 3.3 or the right, if any, to receive payment from the Surviving Corporation for the 'fair value' of such shares as determined in accordance with the provisions of Section 262 of the DGCL3.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Invacare Corp), Agreement and Plan of Merger (Invacare Corp)
Cancellation and Retirement of Company Common Stock. As of the --------------------------------------------------- Effective Time of the Merger, all shares of Company Common Stock (other than shares referred to in Section 3.1(b) and (c)) issued and outstanding immediately prior to the Effective Time of the Merger, 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, 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, without interest, upon surrender of such certificate in accordance with Section 3.3 or the right, if any, to receive payment from the Surviving Corporation for the 'fair value' of such shares as determined in accordance with the provisions of Section 262 of the DGCL3.3.
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