Common use of Cancellation of Certain Company Capital Stock Clause in Contracts

Cancellation of Certain Company Capital Stock. Each issued and outstanding share of Company Capital Stock held by the Company as treasury stock or held directly by Parent, Merger Sub or a Subsidiary of the Company, in each case, immediately prior to the Effective Time, shall automatically be cancelled and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Teladoc, Inc.)

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Cancellation of Certain Company Capital Stock. (1) Each issued and outstanding share of Company Capital Common Stock held that is owned by Parent, Holdco, Rooster Merger Sub or the Company (as treasury stock or held directly by Parent, Merger Sub otherwise) or a Subsidiary any of the Company, in each case, their respective direct or indirect wholly-owned Subsidiaries as of immediately prior to the Effective Time, shall Time (the “Cancelled Common Shares”) will automatically be cancelled and shall cease to exist, without any conversion thereof and no consideration or payment shall will be delivered in exchange therefor or in respect thereoftherefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Us Ecology, Inc.), Agreement and Plan of Merger (NRC Group Holdings Corp.)

Cancellation of Certain Company Capital Stock. Each issued and outstanding share of Company Capital Stock held owned by the Company (as treasury stock or held directly by Parent, Merger Sub otherwise) or a Subsidiary any of the Company, in each case, its wholly owned Subsidiaries as of immediately prior to the Effective Time, shall Time (the "Cancelled Shares") will automatically be cancelled canceled and shall retired and will cease to exist, and no consideration or payment shall will be delivered in exchange therefor or in respect thereof.therefor. 2.7.3

Appears in 1 contract

Samples: Execution Draft Agreement and Plan of Merger (Dare Bioscience, Inc.)

Cancellation of Certain Company Capital Stock. Each issued and outstanding share of Company Capital Stock held that is owned by Parent or the Company (as treasury stock or held directly by Parent, Merger Sub otherwise) or a Subsidiary any of the Company, in each case, their respective direct or indirect wholly owned Subsidiaries as of immediately prior to the Effective Time, shall Time (“Cancelled Shares”) will automatically be cancelled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereoftherefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Avalo Therapeutics, Inc.)

Cancellation of Certain Company Capital Stock. Each issued and outstanding share of Company Capital Stock held that is owned by Parent or the Company (as treasury stock or held directly by Parent, Merger Sub otherwise) or a Subsidiary any of the Company, in each case, their respective direct or indirect wholly owned Subsidiaries as of immediately prior to the Effective Time, shall Time (the “Cancelled Shares”) will automatically be cancelled and shall retired and will cease to exist, and no consideration or payment shall will be delivered in exchange therefor or in respect thereoftherefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (INVO Bioscience, Inc.)

Cancellation of Certain Company Capital Stock. Each issued and outstanding share Any shares of Company Capital Common Stock held that are owned by the Company as treasury stock or held directly and any Shares owned by Parent, Merger Sub Sub, any Subsidiary of Parent or a any Subsidiary of the Company, in each case, immediately prior to the Effective Time, Company shall be automatically be cancelled canceled and retired and shall cease to exist, exist and no consideration or payment shall be delivered in exchange therefor or in respect thereoftherefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Energy East Corp)

Cancellation of Certain Company Capital Stock. Each issued and outstanding share Shares of Company Capital Stock held by the Company as treasury stock or held directly that are owned by Parent, Merger Sub or a Subsidiary the Company (as treasury stock or otherwise) or any of the Company, in each case, immediately prior to the Effective Time, their respective direct or indirect wholly-owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereoftherefor.

Appears in 1 contract

Samples: Escrow Agreement (Merit Medical Systems Inc)

Cancellation of Certain Company Capital Stock. Each issued and outstanding share of Company Capital Stock held by the Company as treasury stock or held directly that is owned by Parent, Merger Sub or a Subsidiary the Company (as treasury stock or otherwise) or any of the Company, in each case, immediately prior to the Effective Time, shall their respective direct or indirect wholly-owned Subsidiaries will automatically be cancelled and shall retired and will cease to exist, and no consideration or payment shall will be delivered in exchange therefor or in respect thereoftherefor.

Appears in 1 contract

Samples: Tender and Voting Agreement (Computer Software Innovations, Inc.)

Cancellation of Certain Company Capital Stock. Each issued Shares of Common Stock and outstanding share Preferred Stock that are owned by CRG, Buyer, Merger Sub or any of Company Capital Stock held by their respective direct or indirect Affiliates, or the Company (as treasury stock or held directly by Parent, Merger Sub otherwise) or a Subsidiary any of its direct or indirect wholly owned Subsidiaries (collectively the Company, in each case, immediately prior to the Effective Time, “Cancelled Shares”) shall automatically be cancelled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereoftherefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TearLab Corp)

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Cancellation of Certain Company Capital Stock. Each issued and outstanding share All shares of the Company Capital Stock held by the Company as treasury stock or held directly that are owned by Parent, Merger Sub or a Subsidiary the Company (as treasury stock or otherwise) or any of the Company, in each case, immediately prior to the Effective Time, their respective direct or indirect wholly owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereoftherefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eloxx Pharmaceuticals, Inc.)

Cancellation of Certain Company Capital Stock. Each issued and outstanding share of Company Capital Stock held that as of immediately prior to the Effective Time is owned by (A) the Company as treasury stock or held directly by any of the Managed PCs or (B) any of Parent, Merger Sub or a Subsidiary of the Companytheir respective Affiliates shall, in each such case, immediately prior to the Effective Time, shall automatically be cancelled canceled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereoftherefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ww International, Inc.)

Cancellation of Certain Company Capital Stock. Each issued and outstanding share of Company Capital Stock held by the Company as treasury stock or held directly by Parent, Merger Sub or a Subsidiary of the Company, in each casethat is owned, immediately prior to the Effective Time, by Parent, Merger Sub or the Company (as treasury stock or otherwise), or any of their respective direct or indirect wholly owned Subsidiaries, shall automatically be cancelled canceled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereoftherefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blackboard Inc)

Cancellation of Certain Company Capital Stock. Each issued and outstanding share of Company Capital Stock held by the Company as treasury stock or held directly by ParentParent (including the Rollover Shares following the consummation of the transactions contemplated by the Contribution and Exchange Agreement), Merger Sub or a Subsidiary of the Company, Parent or Merger Sub, in each case, immediately prior to the Effective Time, shall automatically be cancelled and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sportradar Group AG)

Cancellation of Certain Company Capital Stock. Each issued and outstanding share of Company Capital Stock held that is owned by the Company as treasury stock or held directly by Parent, Merger Sub or a any Subsidiary of the Company, in each case, immediately prior to the Effective Time, Company shall automatically be cancelled canceled and retired and shall cease to exist, and no cash, Parent Common Stock or other consideration or payment shall be delivered or deliverable in exchange therefor or in respect thereoftherefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Online Resources Corp)

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