Common use of Cancellation and Retirement of Shares Clause in Contracts

Cancellation and Retirement of Shares. All Shares (other than Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall no longer be outstanding, shall be canceled and retired, and shall cease to exist, and each holder of a Certificate representing any such Shares shall, to the extent such Certificate represents such Shares, cease to have any rights with respect thereto, except, in all cases other than Shares to be canceled in accordance with Section 2.9(a), the right to receive the Per Common Share Amount upon surrender of such Certificate in accordance with Section 2.10.

Appears in 2 contracts

Samples: Merger Agreement (Intrado Inc), Merger Agreement (West Corp)

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Cancellation and Retirement of Shares. All As of the Effective Time, all Shares (other than Dissenting Shares) issued and outstanding immediately prior to the Effective Time Time, shall no longer be outstanding, outstanding and shall automatically be canceled and retired, retired and shall cease to exist, and each holder of a Certificate certificate representing any such Shares shall, to the extent such Certificate certificate represents such Shares, cease to have any rights with respect thereto, except, in all cases other than Shares to be canceled in accordance with Section 2.9(a2.9(c), the right to receive the Per Common Share Amount upon surrender of such Certificate certificate in accordance with Section 2.10.

Appears in 2 contracts

Samples: Merger Agreement (Herbst Gaming Inc), Merger Agreement (Sands Regent)

Cancellation and Retirement of Shares. All Except as provided in Section 2.9(c), as of the Effective Time, all Shares (other than Dissenting Shares) issued and outstanding immediately prior to the Effective Time Time, shall no longer be outstanding, outstanding and shall automatically be canceled and retired, retired and shall cease to exist, and each holder of a Certificate certificate representing any such Shares shall, to the extent such Certificate certificate represents such Shares, cease to have any rights with respect thereto, except, in all cases other than Shares to be canceled in accordance with Section 2.9(a2.9(c), the right to receive the Per Common Share Amount Amount, upon surrender of such Certificate certificate in accordance with Section 2.10.

Appears in 1 contract

Samples: Merger Agreement (Apria Healthcare Group Inc)

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Cancellation and Retirement of Shares. All As of the Effective Time, all Shares (other than Dissenting Shares) issued and outstanding immediately prior to the Effective Time Time, shall no longer be outstanding, outstanding and shall automatically be canceled and retired, retired and shall cease to exist, and each holder of a Certificate certificate representing any such Shares shall, to the extent such Certificate certificate represents such Shares, cease to have any rights with respect thereto, except, in all cases other than Shares to be canceled in accordance with Section 2.9(a), the right to receive the Per Common Share Amount upon surrender of such Certificate certificate in accordance with Section 2.10.

Appears in 1 contract

Samples: Merger Agreement (Peregrine Systems Inc)

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