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.
Appears in 5 contracts
Samples: Merger Agreement (Inland Real Estate Corp), Merger Agreement (American Realty Capital Properties, Inc.), Merger Agreement (Cole Credit Property Trust Inc)
Cancellation of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to At the Effective Time that is held Time, all Company Shares owned by any wholly owned Company Subsidiarythe Company, by Parent or by any Parent Subsidiary Merger Sub shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.
Appears in 5 contracts
Samples: Merger Agreement (Progressive Waste Solutions Ltd.), Merger Agreement (Waste Connections, Inc.), Merger Agreement (Allergan PLC)
Cancellation of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to At the Effective Time that is held Time, all Company Shares owned by any wholly owned Company Subsidiarythe Company, by Parent Parent, Merger Sub or by any Parent Subsidiary of their respective direct or indirect wholly owned Subsidiaries shall no longer be outstanding and shall automatically be cancelled and 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 (Sigma Designs Inc), Merger Agreement (Silicon Laboratories Inc), Merger Agreement (Diodes Inc /Del/)
Cancellation of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held owned directly by any wholly owned the Company Subsidiary, or by Parent or by any Parent Subsidiary shall no longer be outstanding and of their wholly-owned Subsidiaries, if any, shall automatically be cancelled and 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 (Unify Corp), Merger Agreement (Infonow Corp /), Merger Agreement (Warp Technology Holdings Inc)
Cancellation of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to At the Effective Time that is held Time, all Company Shares owned by any wholly owned Company Subsidiarythe Company, by Parent Parent, Merger Sub or by any Parent Subsidiary of their respective direct or indirect wholly owned subsidiaries shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.
Appears in 3 contracts
Samples: Merger Agreement (Warner Chilcott LTD), Merger Agreement (Allergan Inc), Merger Agreement (Actavis PLC)
Cancellation of Company Common Stock. Each share Notwithstanding anything in the Agreement to the contrary, at the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to that are owned by the Effective Time that is held by Company or Parent or any of their respective wholly owned Company Subsidiary, by Parent or by any Parent Subsidiary shall no longer be outstanding and shall automatically Subsidiaries will be cancelled and retired and shall will cease to exist, exist and no payment shall stock of Parent or other consideration will be made with respect theretodelivered in exchange therefor.
Appears in 3 contracts
Samples: Merger Agreement (Hewitt Associates Inc), Merger Agreement (Exult Inc), Merger Agreement (Hewitt Associates Inc)
Cancellation of Company Common Stock. Each share of Company Common Stock issued and outstanding Share that is owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time that is or held by in the Company’s treasury immediately prior to the Effective Time (in each case, other than any wholly owned Company Subsidiary, by Parent or by any Parent Subsidiary such Shares held on behalf of third parties) (the “Cancelled Shares”) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange for such cancellation and retirement.
Appears in 2 contracts
Samples: Merger Agreement (Comdata Network, Inc. Of California), Merger Agreement (Ceridian Corp /De/)
Cancellation of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned or held in treasury by any wholly the Company and each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned Company Subsidiary, by Parent or by any Parent Subsidiary Merger Sub shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to existexist (the “Cancelled Shares”), and no payment consideration shall be made with respect theretodelivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (Littelfuse Inc /De), Merger Agreement (Ixys Corp /De/)
Cancellation of Company Common Stock. Each share Company Share held by the Company as treasury stock (or by any wholly owned subsidiary thereof) or held by Parent or Merger Sub (or by any wholly owned subsidiary of Company Common Stock issued and outstanding Parent) 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 consideration or payment shall be made with delivered in exchange therefor or in respect theretothereof (such Company Shares collectively, the “Cancelled Shares”).
Appears in 2 contracts
Samples: Merger Agreement (Kindred Biosciences, Inc.), Merger Agreement (Elanco Animal Health Inc)
Cancellation of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to At the Effective Time that is held Time, all Company Shares owned by any wholly owned Company Subsidiary, by Parent Parent, Merger Sub or by any Parent Subsidiary of their respective Subsidiaries shall no longer be outstanding and shall automatically be cancelled and 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, Merger Agreement (Integrated Device Technology Inc)
Cancellation of Company Common Stock. Each share of At the First Effective Time, all Company Common Stock issued and outstanding immediately prior to Shares owned by the Effective Time that is held by any wholly owned Company SubsidiaryCompany, by Parent Parent, the Merger Subs or by any Parent Subsidiary of their respective Subsidiaries shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor (collectively, the “Cancelled Shares”).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (AbbVie Inc.), Agreement and Plan of Reorganization (Pharmacyclics Inc)
Cancellation of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned or held in treasury by any wholly owned the 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 existexist (the “Cancelled Shares”), and no payment consideration shall be made with respect theretodelivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (Heska Corp), Merger Agreement (Vca Inc)
Cancellation of Company Common Stock. Each share of Company Common Stock issued immediately prior to the Effective Time that is owned or held in treasury by the Company and 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 Merger Sub shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to existexist (the “Cancelled Shares”), and no payment consideration shall be made with respect theretodelivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (Sterling Check Corp.), Merger Agreement (First Advantage Corp)
Cancellation of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to At the Effective Time that is held Time, all Company Shares owned by any wholly owned Company Subsidiarythe Company, by Parent Parent, Merger Sub or by any Parent Subsidiary of their respective Subsidiaries shall no longer be outstanding and shall automatically be cancelled and 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 (Mallinckrodt PLC), Merger Agreement (Questcor Pharmaceuticals Inc)
Cancellation of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned or held in treasury by the Company and each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent, the Company or any wholly direct or indirect wholly-owned Subsidiary of Parent (including Merger Sub) or the 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 existexist (the “Cancelled Shares”), and no payment consideration shall be made with respect theretodelivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (TriVascular Technologies, Inc.), Merger Agreement (Endologix Inc /De/)
Cancellation of Company Common Stock. Each share of All Company Common Stock issued and outstanding Shares or other securities representing stock in the Company owned, directly or indirectly, by any Company Subsidiary, Parent, Merger Sub or by any of their respective Subsidiaries immediately prior to the First Merger 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 consideration shall be made with respect theretodelivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (Apollo Commercial Real Estate Finance, Inc.), Merger Agreement (Apollo Residential Mortgage, Inc.)
Cancellation of Company Common Stock. Each share Company Share held by the Company as treasury stock (or by any wholly owned subsidiary thereof) or held by Parent or Acquisition Sub (or by any wholly owned subsidiary of Company Common Stock issued and outstanding Parent) 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 consideration or payment shall be made with delivered in exchange therefor or in respect theretothereof (such Company Shares collectively, the “Cancelled Shares”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fairchild Semiconductor International Inc), Agreement and Plan of Merger (On Semiconductor Corp)
Cancellation of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned or held in treasury by any wholly owned the Company Subsidiary, by Parent or by any Parent Subsidiary shall no longer be outstanding and shall automatically be cancelled and retired canceled and shall cease to existexist (the “Canceled Shares”), and no payment consideration shall be made with respect theretodelivered in exchange therefor.
Appears in 1 contract
Samples: Merger Agreement (Kellanova)
Cancellation of Company Common Stock. Each Subject to the provisions of Section 2.6, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is (other than shares held by any wholly owned Company SubsidiaryDissenting Stockholders and shares held in the Company’s treasury), by Parent or by any Parent Subsidiary shall no longer be outstanding and shall automatically be cancelled and canceled, retired and shall cease to exist, and no exist without payment shall be made with respect theretoof any consideration therefor.
Appears in 1 contract
Cancellation of Company Common Stock. (i) Each share of Company Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time that is held by any Parent Party, any Parent Subsidiary or 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 and (ii) each share of Company Common Stock held by Company (whether as treasury stock or otherwise) shall automatically be retired and shall cease to exist and no payment shall be made with respect thereto.
Appears in 1 contract
Cancellation of Company Common Stock. Each share of Company Common Stock issued and outstanding (i) held by the Company as treasury stock or (ii) owned by Parent or any Subsidiary of Parent immediately prior to the Effective Time that is held by (collectively, the “Excluded Shares”) shall be canceled without any wholly owned Company Subsidiary, by Parent or by any Parent Subsidiary shall no longer be outstanding and shall automatically be cancelled and retired conversion and shall cease to exist, and no payment or distribution shall be made with respect thereto.; and
Appears in 1 contract
Cancellation of Company Common Stock. Each share Any outstanding or issued shares of Company Common Stock issued and outstanding that is owned by Parent, the Merger Subs or the Company, immediately prior to the First Effective Time that is held by any wholly owned Company Subsidiary(collectively, by Parent or by any Parent Subsidiary shall no longer be outstanding and the “Excluded Shares”), shall automatically be cancelled and retired canceled and shall cease to exist, and no payment cash, stock or other consideration shall be made with respect theretodelivered or deliverable in exchange therefor.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Zulily, Inc.)