Cancellation of Certain Company Capital Stock. Each share of Company Capital Stock that is owned by Parent or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries as of immediately prior to the Effective Time (the “Cancelled Shares”) will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (INVO Bioscience, Inc.), Merger Agreement (INVO Bioscience, Inc.)
Cancellation of Certain Company Capital Stock. Each share of Company Capital Stock that is owned by Parent or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries as of immediately prior to the Effective Time is owned by (A) the “Cancelled Shares”Company or any of the Managed PCs or (B) will any of Parent, Merger Sub or their respective Affiliates shall, in each such case, automatically be cancelled canceled and retired and will shall cease to exist, and no consideration will shall be delivered in exchange therefor.
Appears in 1 contract
Cancellation of Certain Company Capital Stock. Each share of Company Capital Stock that is owned owned, immediately prior to the Effective Time, by Parent Parent, Merger Sub or the Company (as treasury stock or otherwise) ), or any of their respective direct or indirect wholly owned Subsidiaries as of immediately prior to the Effective Time (the “Cancelled Shares”) will automatically Subsidiaries, shall be cancelled canceled and retired and will shall cease to exist, and no consideration will shall be delivered in exchange therefor.
Appears in 1 contract
Samples: Merger Agreement (Blackboard Inc)
Cancellation of Certain Company Capital Stock. Each share of Company Capital Stock that is owned by Parent or the Company (as treasury stock or otherwise) or any Subsidiary of their respective direct or indirect wholly owned Subsidiaries as of immediately prior to the Effective Time (the “Cancelled Shares”) will Company shall automatically be cancelled canceled and retired and will shall cease to exist, and no cash, Parent Common Stock or other consideration will shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Cancellation of Certain Company Capital Stock. Each share All shares of the Company Capital Stock that is are owned by Parent Parent, Merger Sub or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries as of immediately prior to the Effective Time (the “Cancelled Shares”) will shall automatically be cancelled and retired and will shall cease to exist, and no consideration will shall be delivered in exchange therefor.
Appears in 1 contract
Cancellation of Certain Company Capital Stock. Each issued and outstanding share of Company Capital Stock that is owned held by Parent or the Company (as treasury stock or otherwise) held directly by Parent (including the Rollover Shares following the consummation of the transactions contemplated by the Contribution and Exchange Agreement), Merger Sub or any a Subsidiary of their respective direct the Company, Parent or indirect wholly owned Subsidiaries as of Merger Sub, in each case, immediately prior to the Effective Time (the “Cancelled Shares”) will Time, shall automatically be cancelled and retired and will shall cease to exist, and no consideration will or payment shall be delivered in exchange therefortherefor or in respect thereof.
Appears in 1 contract
Cancellation of Certain Company Capital Stock. Each share Any shares of Company Capital Common Stock that is are owned by Parent or the Company (as treasury stock or otherwise) and any Shares owned by Parent, Merger Sub, any Subsidiary of Parent or any Subsidiary of their respective direct or indirect wholly owned Subsidiaries as of immediately prior to the Effective Time (the “Cancelled Shares”) will Company shall be automatically be cancelled canceled and retired and will shall cease to exist, exist and no consideration will shall be delivered in exchange therefor.
Appears in 1 contract
Samples: Merger Agreement (Energy East Corp)
Cancellation of Certain Company Capital Stock. Each share Notwithstanding anything herein to the contrary, at the Effective Time, all shares of Company Capital Stock that is are owned by the Company as treasury stock or owned by any Subsidiary of the Company, and all shares of Company Capital Stock owned by Parent or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries as of Parent Subsidiary immediately prior to the Effective Time (the “Cancelled Shares”) will automatically shall be cancelled and retired extinguished without any conversion thereof and will cease shall not be taken into account for purposes of any amounts payable to exist, and no consideration will be delivered in exchange thereforthe Company Holders hereunder.
Appears in 1 contract
Samples: Sale and Purchase of Shares Agreement (Nice Systems LTD)
Cancellation of Certain Company Capital Stock. Each share of Company Capital Stock that is owned by Parent or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries as of immediately prior to the Effective Time (the “Cancelled Shares”) will automatically be cancelled and retired and will shall cease to exist, and no consideration will shall be delivered in exchange therefor.
Appears in 1 contract
Cancellation of Certain Company Capital Stock. Each share Shares of Company Capital Stock that is are owned by Parent Parent, Merger Sub or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly wholly-owned Subsidiaries as of immediately prior to the Effective Time (the “Cancelled Shares”) will shall automatically be cancelled and retired and will shall cease to exist, and no consideration will shall be delivered in exchange therefor.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Merit Medical Systems Inc)
Cancellation of Certain Company Capital Stock. Each Notwithstanding anything herein to the contrary, at the Effective Time, all shares of Company Capital Stock that are owned by the Company as treasury stock and each share of Company Capital Stock that is owned held by Parent, Buyer, Merger Sub 1, Merger Sub 2, any other Subsidiary of Parent or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries as of immediately prior to the Effective Time Buyer (the “Cancelled Excluded Shares”) will automatically shall be cancelled and retired extinguished without any conversion thereof and will cease shall not be taken into account for purposes of any amounts payable to exist, and no consideration will be delivered in exchange thereforthe Company Stockholders hereunder.
Appears in 1 contract
Samples: Merger Agreement (Attunity LTD)
Cancellation of Certain Company Capital Stock. Each share of Company Capital Stock that is owned by Parent Parent, Merger Sub or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly wholly-owned Subsidiaries as of immediately prior to the Effective Time (the “Cancelled Shares”) will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.
Appears in 1 contract
Samples: Merger Agreement (Computer Software Innovations, Inc.)
Cancellation of Certain Company Capital Stock. Each share of Company Capital Stock that is owned by Parent or the Company (as treasury stock or otherwise) or any of their respective direct or indirect its wholly owned Subsidiaries as of immediately prior to the Effective Time (the “"Cancelled Shares”") will automatically be cancelled canceled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dare Bioscience, Inc.)
Cancellation of Certain Company Capital Stock. Each share of Company Capital Stock that is owned by Parent or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries as of immediately prior to the Effective Time (the “Cancelled Shares”) will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.
Appears in 1 contract