Common use of Cancellation of Certain Shares Clause in Contracts

Cancellation of Certain Shares. Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Zhone Technologies Inc), Agreement and Plan of Merger (Enliven Marketing Technologies Corp), Agreement and Plan of Merger (Zhone Technologies Inc)

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Cancellation of Certain Shares. Each share of Company Common Stock Share held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time by the Company, Parent, Merger Sub or any Subsidiary of the Company, Parent or Merger Sub, and each share of any class of capital stock of the Company other than the Company Common Stock (including each series of preferred stock of the Company), shall be canceled automatically cancelled and extinguished retired and shall cease to exist, without any conversion thereof or consideration therefor, and no payment shall be made with respect thereto.

Appears in 4 contracts

Samples: Escrow Agreement (Dgse Companies Inc), Agreement and Plan of Merger (Superior Galleries Inc), Agreement and Plan of Merger (Dgse Companies Inc)

Cancellation of Certain Shares. Each share, if any, of Company Common Stock that is held by the Company as treasury shares and each share of Company Common Stock held which is owned by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or Parent or by any direct or indirect wholly-owned subsidiary of the Company immediately prior to the Effective Time or Parent shall be canceled and extinguished without any conversion thereof conversion, and no payment consideration shall be made with delivered in respect theretothereof.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Indevus Pharmaceuticals Inc), Agreement and Plan of Merger (Indevus Pharmaceuticals Inc)

Cancellation of Certain Shares. Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, Sub or in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Sutron Corp), Agreement and Plan of Merger (Iris International Inc), Agreement and Plan of Merger (Health Grades Inc)

Cancellation of Certain Shares. Each share share, if any, of Company Common Stock held that is owned by Parent, Merger Sub, Parent or by any direct or indirect wholly-owned subsidiary Subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished cancelled without any conversion thereof conversion, and no payment consideration shall be made with delivered in respect theretothereof.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Perceptive Advisors LLC), Agreement and Plan of Merger (Penwest Pharmaceuticals Co)

Cancellation of Certain Shares. Each share of Company Common Capital Stock held by Parent, Merger Sub, any wholly-owned subsidiary Subsidiary of Parent or Merger Sub, or in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 4 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger

Cancellation of Certain Shares. Each share of Company Common Stock held (i) by Parent, Merger Sub, any wholly-owned subsidiary Subsidiary of Parent or Merger Sub, (ii) in the treasury of the Company Company, or (iii) by any wholly-owned subsidiary Subsidiary of the Company immediately prior to the Effective Time shall be automatically canceled and extinguished without any conversion thereof retired and shall cease to exist and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Mines Management Inc), Agreement and Plan of Merger (Hecla Mining Co/De/)

Cancellation of Certain Shares. Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary other Subsidiary of Parent Parent, any Company Subsidiary or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Comverge, Inc.), Agreement and Plan of Merger (Solutia Inc), Agreement and Plan of Merger (Southwall Technologies Inc /De/)

Cancellation of Certain Shares. Each share Any shares of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Subby the Company, other than those held in the treasury a fiduciary capacity or as a result of the Company or by any wholly-owned subsidiary of the Company immediately prior debts previously contracted (“Treasury Shares”), shall automatically be cancelled and retired and shall cease to exist at the Effective Time of the Merger and no consideration shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect theretoissued in exchange therefor.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Bank of Marin Bancorp), Agreement and Plan of Merger (Bank of Marin Bancorp), Agreement and Plan of Merger (First Community Bancorp /Ca/)

Cancellation of Certain Shares. Each share of Company Common Stock held directly by Parent, Merger Sub, Sub or any wholly-owned other subsidiary of Parent or Merger Suband each share of Company Common Stock held by Company as treasury stock, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time Time, shall be canceled cancelled and extinguished without any conversion thereof extinguished, and no payment consideration shall be made with respect theretodelivered therefor.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Best Buy Co Inc), Agreement and Plan of Merger (Musicland Stores Corp), Agreement and Plan of Merger (Best Buy Co Inc)

Cancellation of Certain Shares. Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary Subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company Subsidiary immediately prior to the Effective Time shall be canceled and extinguished retired and shall cease to exist without any conversion thereof and no payment shall be made with respect thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (LKQ Corp), Agreement and Plan of Merger (Guitar Center Inc), Agreement and Plan of Merger (Keystone Automotive Industries Inc)

Cancellation of Certain Shares. Each share of Company Common Stock and Company Series B Preferred Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company Company, immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Medical Device Alliance Inc)

Cancellation of Certain Shares. Each share, if any, of Company Common Stock that is held by the Company as treasury shares and each share of Company Common Stock held which is owned by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or Parent or by any direct or indirect wholly-owned subsidiary of the Company immediately prior to the Effective Time or Parent shall be canceled and extinguished cancelled without any conversion thereof conversion, and no payment consideration shall be made with delivered in respect theretothereof.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Nupathe Inc.), Agreement and Plan of Merger (Nupathe Inc.)

Cancellation of Certain Shares. Each share of Company Common Stock held by ParentShare held, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time Time, by the Company, Parent, Merger Sub or any Subsidiary of Company, Parent or Merger Sub shall be canceled and extinguished without any conversion thereof thereof, and no payment shall be made with respect thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Jamdat Mobile Inc), Agreement and Plan of Merger (Boeing Co), Agreement and Plan of Merger (Aviall Inc)

Cancellation of Certain Shares. Each share, if any, of Company Common Stock that is held by the Company as a treasury share and each share of Company Common Stock held that is owned by Parent, Merger Sub, any wholly-owned subsidiary of the Company or Parent or Merger Sub, in the treasury by any direct or indirect wholly owned Subsidiary of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time Parent shall be canceled and extinguished without any conversion thereof conversion, and no payment consideration shall be made with delivered in respect theretothereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Healthtronics, Inc.)

Cancellation of Certain Shares. Each share, if any, of Company Common Stock that is held by the Company as treasury shares and each share of Company Common Stock held which is owned by Parent, Merger Sub, any wholly-owned subsidiary of the Company or Parent or Merger Sub, in the treasury by any direct or indirect wholly- owned Subsidiary of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time Parent shall be canceled and extinguished cancelled without any conversion thereof conversion, and no payment consideration shall be made with delivered in respect theretothereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bank Jos a Clothiers Inc /De/), Agreement and Plan of Merger (Mens Wearhouse Inc)

Cancellation of Certain Shares. Each share share, if any, of Company Common Stock held owned by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time Parent shall automatically be canceled and extinguished without any conversion thereof conversion, and no payment consideration shall be made with delivered in respect theretothereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Mylan Laboratories Inc)

Cancellation of Certain Shares. Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger SubSub or held, in the treasury of the Company or held by any wholly-owned subsidiary of the Company Company, immediately prior to the Effective Time Time, shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (JCC Holding Co)

Cancellation of Certain Shares. Each share of Company Common Stock Share held by Parent, Merger Sub, any wholly-owned subsidiary Subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company Subsidiary immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of an equal number of such shares of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Aci Worldwide, Inc.), Agreement and Plan of Merger (Official Payments Holdings, Inc.)

Cancellation of Certain Shares. Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or owned by Merger Sub, the Parent or any wholly-direct or indirect wholly owned subsidiary of the Company or of the Parent immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect theretothereof.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Eastern Enterprises), Agreement and Plan of Reorganization (Energynorth Inc)

Cancellation of Certain Shares. Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or owned by any wholly-owned subsidiary of the Company Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled cancelled and extinguished without any conversion thereof extinguished, and no payment consideration shall be made with respect theretodelivered therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Food Lion Inc), Agreement and Plan of Merger (Hannaford Brothers Co)

Cancellation of Certain Shares. Each share of Company Common Stock held by Parent, Merger Sub, any wholly-wholly owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-wholly owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (T/R Systems Inc), Agreement and Plan of Merger (Electronics for Imaging Inc)

Cancellation of Certain Shares. Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company Subsidiary immediately prior to the Effective Time shall be canceled cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Caprius Inc), Agreement and Plan of Merger (Vintage Capital Group, LLC)

Cancellation of Certain Shares. Each share of Company Common Stock Share held by Parent, Merger Sub, any wholly-wholly owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cooper Companies Inc), Agreement and Plan of Merger (Ocular Sciences Inc /De/)

Cancellation of Certain Shares. Each share All shares of Company Common Stock held owned by any Subsidiary (as defined in Section 3.01) of the Company and any shares of Company Common Stock or Series A Preferred Stock owned by Parent, Merger Sub, the Purchaser or any wholly-other wholly owned subsidiary Subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled cancelled and extinguished without any conversion thereof retired and shall cease to exist and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (In Home Health Inc /Mn/), Agreement and Plan of Merger (Manor Care Inc)

Cancellation of Certain Shares. Each share of Company Common Capital Stock that is held in the treasury of the Company and each share of Company Capital Stock owned by Parent, Merger Sub, Sub or any other wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof retired and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vir Biotechnology, Inc.), Agreement and Plan of Merger (Entellus Medical Inc)

Cancellation of Certain Shares. Each share, if any, of Company Common Stock that is held by the Company as a treasury share and each share of Company Common Stock held that is owned by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or Parent or by any wholly-direct or indirect wholly owned subsidiary of the Company immediately prior to the Effective Time Subsidiary or Parent Subsidiary shall be canceled and extinguished without any conversion thereof conversion, and no payment consideration shall be made with respect theretodelivered or deliverable in exchange therefor.

Appears in 1 contract

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

Cancellation of Certain Shares. Each share, if any, of Company Common Stock that is held by the Company as a treasury share and each share of Company Common Stock held that is owned by Parent, Merger Sub, any wholly-owned subsidiary of the Company or Parent or Merger Sub, in the treasury by any direct or indirect wholly owned Subsidiary of the Company or by Parent, and each Dissenting Share, shall be canceled and retired without any wholly-owned subsidiary conversion, and no consideration shall be delivered in respect thereof subject to the right of the Company record holders (as determined immediately prior to the Effective Time shall be canceled and extinguished without Time) of any conversion thereof and no Dissenting Shares to receive payment shall be made with respect theretofor such Dissenting Shares pursuant to Section 2.3 below.

Appears in 1 contract

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

Cancellation of Certain Shares. Each share Any shares of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Subany Parent Subsidiary, in the treasury of the or Company or by any wholly-owned subsidiary Company Subsidiary, other than those held in a fiduciary capacity or as a result of the Company immediately prior to debts previously contracted (“Treasury Shares”), shall be cancelled and retired at the Effective Time of the Merger and no consideration shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect theretoissued in exchange therefor.

Appears in 1 contract

Samples: Shareholder Agreement (Americanwest Bancorporation)

Cancellation of Certain Shares. Each share of Company Common Stock that is held in the treasury of the Company and each share of Company Common Stock owned by Parent, Merger Sub, Sub or any other wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof retired and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

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

Cancellation of Certain Shares. Each share, if any, of Company Common Stock that is held by the Company as a treasury share and each share of Company Common Stock held that is owned by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or Parent or by any wholly-direct or indirect wholly owned subsidiary of the Company immediately prior to the Effective Time Subsidiary or Parent shall be canceled and extinguished without any conversion thereof conversion, and no payment consideration shall be made with respect theretodelivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Synergetics Usa Inc)

Cancellation of Certain Shares. Each share of Company Common Stock held directly by Parent, Merger Sub, any wholly-owned subsidiary of the Parent or Merger Sub, in ------------------------------ Corporation and the treasury of the Company or by any wholly-owned subsidiary of the Company Merging Corporation immediately prior to the Effective Time shall be canceled cancelled and extinguished without any conversion thereof extinguished, and no payment consideration shall be made with respect theretodelivered therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kenan Transport Co)

Cancellation of Certain Shares. Each share Any shares of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of any Parent Subsidiary or the Company or by any wholly-owned subsidiary of the Company immediately prior to Bank, other than those held in a fiduciary capacity or as a result of debts previously contracted (“Treasury Shares”), shall be cancelled and retired at the Effective Time Time, and no consideration shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect theretoissued in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Americanwest Bancorporation)

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Cancellation of Certain Shares. Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary other Subsidiary of Parent Parent, any Company Subsidiary or Merger Sub, the Company (or in the treasury of the Company or by any wholly-owned subsidiary of the Company Company) immediately prior to the Effective Time shall be canceled cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thomas & Betts Corp)

Cancellation of Certain Shares. Each share of Company Common Stock held capital stock that is owned by Parent, Merger Sub, Sub or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiary of Parent or Merger SubSubsidiaries shall automatically be cancelled and retired and shall cease to exist, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time and no consideration shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect theretodelivered in exchange therefor (such shares collectively, the “Cancelled Shares”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (OncoCyte Corp)

Cancellation of Certain Shares. Each share of Company Common Stock held which is owned by the Company or Parent or by any Subsidiary of Parent, including Merger Sub, shall be canceled without any wholly-conversion, and no consideration shall be delivered in respect thereof. Each share of Company Common Stock which is owned subsidiary of Parent or Merger Sub, in the treasury by any Subsidiary of the Company or by any wholly-owned subsidiary of the Company immediately prior shall remain outstanding, with appropriate adjustment to the Effective Time shall be canceled and extinguished without any conversion number thereof and no payment shall be made with respect theretoto preserve such Subsidiary’s relative ownership percentage in the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chattem Inc)

Cancellation of Certain Shares. Each share of Company Common Capital Stock held by Parentheld, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time Time, by the Company, any Company Subsidiary, the Parent, Merger Sub or any Subsidiary of the Parent or Merger Sub shall be canceled and extinguished without any conversion thereof thereof, and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Insituform Technologies Inc)

Cancellation of Certain Shares. Each share of Company Common Capital Stock held by Parent, Merger Sub, any wholly-wholly owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-wholly owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Generation Systems Inc)

Cancellation of Certain Shares. Each share of common stock, par value $0.0001 per share, of the Company (“Company Common Stock Stock”) held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, or in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tessera Technologies Inc)

Cancellation of Certain Shares. Each share of Company Common Stock or Company Series A Preferred Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 1 contract

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

Cancellation of Certain Shares. Each share of Company Common Stock or Company Preferred Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Corgentech Inc)

Cancellation of Certain Shares. Each share Any shares of Company Common Stock held directly or indirectly by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Subthe Company, other than those held in the treasury a fiduciary capacity or as a result of the Company or by any wholly-owned subsidiary of the Company immediately prior to debts previously contracted (“Treasury Shares”), shall be cancelled and retired at the Effective Time of the Merger and no consideration shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.issued in exchange therefor; and

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)

Cancellation of Certain Shares. Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent Sub or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 1 contract

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

Cancellation of Certain Shares. Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary Subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company Subsidiary immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Beverly Enterprises Inc)

Cancellation of Certain Shares. Each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock Stock”) held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, or in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tessera Technologies Inc)

Cancellation of Certain Shares. Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intuitive Surgical Inc)

Cancellation of Certain Shares. Each share, if any, of Company Common Stock that is held by the Company as a treasury share and each share of Company Common Stock held that is owned by Parent, Merger Sub, the Company or Parent or by any direct or indirect wholly-owned subsidiary of Parent or Merger Sub, in the treasury Subsidiary of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time Parent shall be canceled and extinguished cancelled without any conversion thereof conversion, and no payment consideration shall be made with delivered in respect theretothereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forestar Group Inc.)

Cancellation of Certain Shares. Each share Any shares of Company Common Stock held directly or indirectly by Parent, Merger Sub, Parent (or any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company its Subsidiaries) or by any wholly-owned subsidiary the Company, other than those held in a fiduciary capacity or as a result of the Company immediately prior debts previously contracted (“Treasury Shares”), shall automatically be cancelled and retired and shall cease to exist at the Effective Time of the Merger and no consideration shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect theretoissued in exchange therefor.

Appears in 1 contract

Samples: Shareholder Agreement (Centennial Bank Holdings, Inc.)

Cancellation of Certain Shares. Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary Subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company Subsidiary immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sabre Holdings Corp)

Cancellation of Certain Shares. Each share of Company Common Capital Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, Sub or in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tegal Corp /De/)

Cancellation of Certain Shares. Each share, if any, of Company Common Stock that is held by the Company as a treasury share and each share of Company Common Stock held that is owned by Parent, Merger Sub, any wholly-owned subsidiary the Company (other than on behalf of third parties) or Parent or Merger Sub, in the treasury by any direct or indirect wholly owned Subsidiary of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time Parent shall be canceled and extinguished without any conversion thereof conversion, and no payment consideration shall be made with respect theretodelivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Solta Medical Inc)

Cancellation of Certain Shares. Each share Any shares of Company Common Stock held directly or indirectly by Parent, Merger Sub, Parent (or any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company its Subsidiaries) or by any wholly-owned subsidiary the Company, other than those held in a fiduciary capacity or as a result of the Company immediately prior debts previously contracted (“Treasury Shares”), shall automatically be cancelled and retired and shall cease to exist at the Effective Time of the Merger and no consideration shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect theretoissued in exchange therefore.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metrocorp Inc)

Cancellation of Certain Shares. Each share of Company Common Capital Stock that is held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company and each share of Company Capital Stock owned by Parent, Merger Sub or by any wholly-other wholly owned subsidiary of the Company immediately prior to the Effective Time Parent shall be canceled and extinguished without any conversion thereof retired and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Turnstone Biologics Corp.)

Cancellation of Certain Shares. Each share of Company Common Stock held directly by Parent, Parent and Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company Subsidiary immediately prior to the Effective Time shall be canceled cancelled and extinguished without any conversion thereof extinguished, and no payment consideration shall be made with respect theretodelivered therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kenan Transport Co)

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