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 Dissenting Shares and Excluded Shares), that are issued and outstanding immediately prior to the Effective Time 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 shares of Company Common Stock being converted into the right to receive the Merger Consideration pursuant to Section 2.1(b) (the "CERTIFICATES") shall cease to have any rights with respect to such shares of Company Common Stock, except the right to receive the Merger Consideration to be issued in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(b).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Advanced Technology Industries Inc), Warrant Agreement (Advanced Technology Industries 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 Dissenting Excluded Shares, Retained Shares and Excluded Dissenting Shares), that are ) issued and outstanding immediately prior to the Effective Time Time, 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 being converted into shall, to the right to receive the Merger Consideration pursuant to Section 2.1(b) (the "CERTIFICATES") shall extent such certificate represents such shares, cease to have any rights with respect thereto, except the right to such receive cash, including cash in lieu of fractional shares of Company Common Stock, except the right to receive the Merger Consideration to be issued paid in consideration therefor upon surrender of such Certificate certificate in accordance with Section 2.2(b2.4(e).

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 Dissenting Excluded Shares and Excluded Dissenting Shares), that are ) issued and outstanding immediately prior to the Effective Time Time, 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 being converted into shall, to the right to receive the Merger Consideration pursuant to Section 2.1(b) (the "CERTIFICATES") shall extent such certificate represents such shares, cease to have any rights with respect to such shares of Company Common Stockthereto, except the right to receive a cash amount equal to the Merger Consideration per share multiplied by the number of shares so represented, to be issued paid in consideration therefor upon surrender of such Certificate certificate in accordance with Section 2.2(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Concentra Managed Care Inc)

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