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: Merger Agreement (Cmgi Inc), Merger Agreement (Pfsweb Inc), Merger Agreement (Ecost Com Inc)

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Cancellation of Certain Shares. Each share 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 as treasury stock or owned by any wholly-owned subsidiary of the Company Xxxxxx Sub immediately prior to before the Effective Time or that was irrevocably accepted by Merger Sub in the Offer (collectively, the “Excluded Shares”) shall be canceled automatically and extinguished without any conversion thereof shall cease to exist, and no payment consideration shall be made with respect theretopaid for those Excluded Shares.

Appears in 7 contracts

Samples: Merger Agreement (RiverRoad Capital Partners, LLC), Merger Agreement (Steinberg Michael), Merger Agreement (Sagrera Ricardo A.)

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: Merger Agreement (Comverge, Inc.), Merger Agreement (Solutia Inc), Merger Agreement (Southwall Technologies Inc /De/)

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: Merger Agreement (Dgse Companies Inc), Merger Agreement (Dgse Companies Inc), Merger Agreement (Superior Galleries Inc)

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: Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Mines Management Inc), Merger Agreement (Hecla Mining Co/De/)

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: Merger Agreement (Sutron Corp), Merger Agreement (Iris International Inc), Merger Agreement (Health Grades 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 issued and outstanding immediately prior to the Effective Time that is owned or held in treasury by the Company or owned by Parent, Merger Sub or any of their respective Subsidiaries shall be canceled cancelled and extinguished without any conversion thereof shall cease to exist, and no payment consideration shall be made with respect thereto.delivered in exchange therefor

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc), Agreement and Plan of Merger (Allergan PLC), Merger Agreement (Kythera Biopharmaceuticals 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: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Indevus Pharmaceuticals Inc)

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: Acquisition Agreement, Acquisition Agreement, Acquisition Agreement

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

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: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Perceptive Advisors LLC), Merger Agreement (Penwest Pharmaceuticals Co)

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: Merger Agreement (Teva Pharmaceutical Industries LTD), Merger Agreement (Nupathe Inc.), Merger Agreement (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: Merger Agreement (Boeing Co), Merger Agreement (Jamdat Mobile Inc), Merger Agreement (Aviall 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), Merger Agreement (Guitar Center Inc), Merger Agreement (Keystone Automotive Industries Inc)

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: Merger Agreement (Best Buy Co Inc), Merger Agreement (Best Buy Co Inc), Merger Agreement (Musicland Stores Corp)

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: Merger Agreement (Arthrocare Corp), Merger Agreement (Medical Device Alliance Inc), Merger Agreement (Arthrocare Corp)

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: Merger Agreement (Harrahs Entertainment Inc), Merger Agreement (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: Merger Agreement (Official Payments Holdings, Inc.), Merger Agreement (Aci Worldwide, 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: Merger Agreement (Energynorth Inc), Merger Agreement (Eastern Enterprises)

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: Merger Agreement (Bank Jos a Clothiers Inc /De/), Merger Agreement (Mens Wearhouse Inc)

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: Merger Agreement (Cooper Companies Inc), Merger Agreement (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: Merger Agreement (In Home Health Inc /Mn/), Merger Agreement (Manor Care 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: Merger Agreement (Caprius Inc), Merger Agreement (Vintage Capital Group, LLC)

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: Merger Agreement (Electronics for Imaging Inc), Merger Agreement (T/R Systems 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: Merger Agreement (Food Lion Inc), Merger Agreement (Hannaford Brothers Co)

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: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Healthtronics, 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 issued and outstanding immediately prior to the Effective Time that is owned or held in treasury by the Company or owned by Parent, Merger Sub or any of their respective Subsidiaries shall be canceled automatically cancelled and extinguished without any conversion thereof shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 2 contracts

Samples: Merger Agreement (Indivior PLC), Merger Agreement (Indivior PLC)

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: Merger Agreement (First Community Bancorp /Ca/)

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: Merger Agreement (Thomas & Betts Corp)

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 issued and outstanding immediately prior to the Effective Time that is owned or held in treasury by the Company or owned by Parent, Merger Sub or any of their respective Subsidiaries shall be canceled cancelled and extinguished without any conversion thereof shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Merger Agreement (Repros Therapeutics Inc.)

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: Merger Agreement (Kenan Transport Co)

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: Merger Agreement (Insituform Technologies Inc)

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: Merger Agreement (Tegal Corp /De/)

Cancellation of Certain Shares. Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time and (i) 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 Subsidiary of the Company immediately prior or (ii) owned by Parent, Merger Sub or any other Subsidiary or Affiliate of Parent, shall automatically be cancelled and retired and shall cease to the Effective Time exist, and no consideration shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Merger Agreement (Sothebys)

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: Merger Agreement (Kenan Transport Co)

Cancellation of Certain Shares. Each issued and outstanding share of Company Common Stock that is 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 immediately prior Company, Parent or Merger Sub (collectively, “Treasury Shares”) shall automatically be cancelled and retired and shall cease to the Effective Time exist, and no consideration shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Merger Agreement (Ballard Power Systems Inc.)

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: Merger Agreement (Chattem Inc)

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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: Merger Agreement (Synergetics Usa 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 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: Merger Agreement (Solta Medical 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 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: Merger Agreement (Americanwest Bancorporation)

Cancellation of Certain Shares. Each share 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 as treasury stock or owned by any wholly-owned subsidiary of the Company Merger Sub immediately prior to before the Effective Time (collectively, the “Excluded Shares”) shall be canceled automatically and extinguished without any conversion thereof shall cease to exist, and no payment consideration shall be made with respect theretopaid for those Excluded Shares.

Appears in 1 contract

Samples: Merger Agreement (Berkshire Grey, 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 1 contract

Samples: Merger Agreement

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: Merger Agreement (Sabre Holdings Corp)

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: Merger Agreement (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: Merger Agreement (Centennial Bank Holdings, 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: Merger Agreement (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: Merger Agreement (Pokertek, 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 $0.01 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: Merger Agreement (Tessera Technologies 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: Merger Agreement (Corgentech Inc)

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: Merger Agreement (Nextgen Healthcare, Inc.)

Cancellation of Certain Shares. Each share of Company Seller Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company Seller or owned by Merger Sub, the Buyer or any wholly-direct or indirect wholly owned subsidiary of the Company Seller or of the Buyer 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 1 contract

Samples: Merger Agreement (Colonial Gas Co)

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: Merger Agreement (Beverly Enterprises 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: Merger Agreement (Anesiva, Inc.)

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: Merger Agreement (Lawson Software, 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: Merger Agreement (Intuitive Surgical 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, the Company in the Company’s 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: Merger Agreement (TUTOR PERINI Corp)

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 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: Merger Agreement (First Community Bancorp /Ca/)

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: Merger Agreement (Americanwest Bancorporation)

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: Merger Agreement (Tessera Technologies Inc)

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