Cancellation and Retirement of Company Common Stock. From and after 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 which immediately prior to the Effective Time of the Merger represented shares of Company Common Stock ("Company Share Certificate") shall cease to have any rights with respect thereto, except the right to receive the consideration to be issued to holders of Company Common Stock in the Merger pursuant to Section 2.01(c) (the "Merger Consideration"), any cash in lieu of fractional shares of Parent Class A Common Stock to be paid in consideration therefor upon surrender of such certificate in accordance with Section 2.04 and any dividends payable pursuant to Section 2.03(f).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Charterhouse Equity Partners Ii Lp), Agreement and Plan of Merger (Designer Holdings LTD)
Cancellation and Retirement of Company Common Stock. From and --------------------------------------------------- after 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 which immediately prior to the Effective Time of the Merger represented shares of Company Common Stock ("Company Share Certificate") shall cease to have any rights with respect thereto, except the right to receive the consideration to be issued to holders of Company Common Stock in the Merger pursuant to Section 2.01(c) (the "Merger Consideration"), any cash in lieu of fractional shares of Parent Class A Common Stock to be paid in consideration therefor upon surrender of such certificate in accordance with Section 2.04 and any dividends payable pursuant to Section 2.03(f).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Warnaco Group Inc /De/)
Cancellation and Retirement of Company Common Stock. From and after As of the Effective Time of the Merger, all shares of Company Common Stock (including shares of Company Common Stock issued upon conversion of the Series A Preferred 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 which immediately prior to the Effective Time of the Merger represented representing any such shares of Company Common Stock or any such shares of Series A Preferred Stock so converted (collectively, the "Company Share CertificateCertificates") shall shall, to the extent such ------------ Certificate represents such shares, cease to have any rights with respect thereto, except the right to receive the consideration to be issued to holders of Company Common Stock in the Merger pursuant to Section 2.01(c) Consideration (the "Merger Consideration"), any and cash in lieu of fractional shares of Parent Class A Common Stock Stock) to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.04 and any dividends payable pursuant to Section 2.03(f)2.02.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Perseptive Biosystems Inc)