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

Cancellation of Certain Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is directly owned by Sub at such time (including all shares of Company Common Stock accepted for payment pursuant to the Offer, whether or not such shares are registered in the name of Sub or any of its Affiliates as of the Effective Time) or by any Subsidiary of the Company, shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Smith & Nephew PLC), Agreement and Plan of Merger (Osiris Therapeutics, Inc.), Agreement and Plan of Merger (Restaurant Brands International Inc.)

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Cancellation of Certain Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is directly owned or held in treasury by the Company or is owned by Sub at such time (including all shares of any Parent Company Common Stock accepted for payment pursuant to the Offer, whether or not such shares are registered in the name of Sub or any of its Affiliates as of the Effective Time) or by any Subsidiary of the Company, Acquired Company shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to existexist (the “Excluded Shares”), and no consideration or payment shall be delivered or deliverable in exchange therefor.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Desktop Metal, Inc.), Agreement and Plan of Merger (ExOne Co), Agreement and Plan of Merger (Teledyne Technologies Inc)

Cancellation of Certain Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is directly owned or held in treasury by Sub at such time (including all shares the Company, and each share of Company Common Stock accepted for payment pursuant issued and outstanding immediately prior to the OfferEffective Time that is owned by Parent, whether or not such shares are registered in the name of Sub or any of its Affiliates as of the Effective Time) Subsidiaries or by any Subsidiary of the CompanyMerger Sub, shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to existexist (any such shares, “Cancelled Shares”), and no consideration shall be delivered in exchange therefortherefor or in respect thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp), Agreement and Plan of Merger (Eldorado Resorts, Inc.)

Cancellation of Certain Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is directly owned by Sub at such time (including all shares Holdings, the Purchaser or any other direct or indirect subsidiary of Company Common Stock accepted for payment pursuant to the Offer, whether Holdings or not such shares are registered held in the name of Sub or any of its Affiliates as treasury of the Effective Time) or by any Subsidiary of the Company, Company shall automatically be canceled cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.. (c)

Appears in 1 contract

Samples: Execution Copy Agreement and Plan of Merger (Vestar Sheridan Inc)

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Cancellation of Certain Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is directly owned by Parent or Merger Sub at such time (including all shares of Company Common Stock accepted for payment pursuant to the Offer, whether or not such shares are registered in the name of Merger Sub or any of its Affiliates as of the Effective Time) or held in the treasury of the Company or owned by any wholly owned Subsidiary of the Company, shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 1 contract

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

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