Cancellation of Company Capital Stock Sample Clauses

Cancellation of Company Capital Stock. Each share of the Company Capital Stock held by the Company as treasury stock and each share of the Company Capital Stock owned directly or indirectly by the Company or by any subsidiary of the Company shall automatically be canceled and retired and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor.
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Cancellation of Company Capital Stock. As of the Effective Time, all shares of Company Capital Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of Company Capital Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Per Share Stock Consideration, the Per Share Closing Cash Consideration and such Company Holder’s applicable portion of any Post- Closing Cash Consideration upon surrender of each Certificate in accordance with this ARTICLE I, without interest.
Sample 1
Cancellation of Company Capital Stock. Each share of the capital stock of the Company issued and outstanding immediately prior to the Effective Time shall be canceled and cease to exist, and no consideration shall be delivered in exchange therefor.
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Cancellation of Company Capital Stock. At the Effective Time, each share of Company Capital Stock issued by the Company and outstanding immediately prior to the Effective Time and (i) held in the treasury of the Company or (ii) owned by a Subsidiary of the Company (the shares referenced in clauses (i) and (ii), collectively, the “Excluded Shares”), shall cease to be outstanding, shall be cancelled and retired without any conversion thereof and without payment of any consideration therefor and shall cease to exist.
Sample 1
Cancellation of Company Capital Stock. In accordance with the terms of the Amended and Restated Certificate of Incorporation, each share of Company Common Stock and Series B, B-1, C, D and D-1 Preferred Stock shall be cancelled and extinguished without any conversion thereof.
Sample 1
Cancellation of Company Capital Stock. As of the Effective Time, all shares of Company Capital Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of Company Capital Stock (a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration and any cash in lieu of fractional shares to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 3.03 or 3.05, without interest, or, in the case of Dissenting Shareholders, if any, the rights, if any, accorded under Section 262 of the Business Corporation Act.
Sample 1
Cancellation of Company Capital Stock. (1) Notwithstanding anything to the contrary set forth herein, at the Effective Time, all shares of Company Common Stock and Company Series A Preferred Stock shall cease to be outstanding and shall be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock or Company Series A Preferred Stock (a "Company Certificate") shall thereafter cease to have any rights with respect to such shares of Company Common Stock or Company Series A Preferred Stock, respectively, except the right to receive the Per Share Common Stock Consideration and the Per Share Preferred Stock Consideration, respectively and any dividends or other distributions to which holders become entitled all in accordance with Section 1.7 upon the surrender of such Company Certificate. (2) Each share of Company Series A Preferred Stock or Company Common Stock issued and owned or held by Purchaser, Merger Sub or the Company at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and no Liquidation Preference or Merger Consideration shall be delivered in exchange therefor. (f)
Sample 1
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Related to Cancellation of Company Capital Stock

  • Cancellation of Company Common Stock Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any wholly owned Company Subsidiary, by Parent or by any Parent Subsidiary shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no payment shall be made with respect thereto.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Cancellation of Company-Owned Stock Each share of Company Common Stock owned by the Company or the Company Subsidiary immediately prior to the Effective Time shall be automatically canceled and extinguished without any exchange thereof and without any further action on the part of Buyer, Merger Sub or the Company.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Cancellation of Parent-Owned Stock Each share of Company Common Stock held by Company or owned by Merger Sub, Parent or any direct or indirect wholly-owned subsidiary of Company or of Parent immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

  • Effect on Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders:

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • Cancellation of Shares If the Corporation shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Purchased Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Corporation shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

  • No Further Ownership Rights in Company Capital Stock All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any cash paid in respect thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

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