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 (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 shall, to the extent such certificate represents such shares, cease to have any rights with respect thereto, except the right to receive cash, including cash in lieu of fractional shares of Company Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.7.

Appears in 3 contracts

Samples: Merger Agreement (TCW Group Inc), Merger Agreement (KCLC Acquisition Corp), Merger Agreement (Kindercare Learning Centers Inc /De)

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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) Excluded Shares and 2.1(c)(i)Dissenting Shares) 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 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 casha cash amount equal to the Merger Consideration per share multiplied by the number of shares so represented, including cash in lieu of fractional shares of Company Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.72.2(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Concentra Managed Care 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) Excluded Shares, Retained Shares and 2.1(c)(i)Dissenting Shares) 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 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 cash, including cash in lieu of fractional shares of Company Common Stock Stock, to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.72.4(e).

Appears in 1 contract

Samples: Merger Agreement (Concentra Managed Care Inc)

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