Cancellation of Company Securities. Each share of Common Stock held by the Company as treasury stock or held by Parent or Acquisition Sub immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof.
Cancellation of Company Securities. Each share of Company Common Stock held by the Company or any wholly owned Subsidiary of the Company (in each case, other than shares of Company Common Stock held either in a fiduciary or agency capacity that are beneficially owned by third parties), Parent, Merger Sub or any other wholly owned Subsidiary of Parent, in each case, immediately prior to the Effective Time, shall automatically be canceled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof.
Cancellation of Company Securities. Each Excluded Security issued and outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist subject to the rights of the holder thereof, if such holder is a Dissenting Securityholder, under Section 262 of the DGCL. At the Effective Time, all Company Securities shall no longer be outstanding and shall be cancelled and retired and shall cease to exist, and each certificate formerly representing any of such Company Securities (other than Excluded Securities) (a "Certificate") shall, subject to the terms and upon the conditions of this Agreement, thereafter represent only the right to receive the applicable Merger Consideration and the right, if any, to receive pursuant to Section 4.2(e) cash in lieu of any fractional shares into which such Company Securities otherwise would have been converted pursuant to Section 4.1(a) and any distribution or dividend pursuant to Section 4.2(c).
Cancellation of Company Securities. At the Effective Time (or such other time specified in this Section 3.1), by virtue of the Merger and without any action on the part of the Company, Parent, Acquisition Sub, any holder of equity interests in the Company or any other Person, each share of common stock, par value $0.0001 per share, of the Company (the "Company Common Stock") and Company Preferred Stock held by the Company or any Subsidiary of the Company (including shares held as treasury stock) or held, directly or indirectly, by Parent or Acquisition Sub or any of their wholly-owned Subsidiaries, in each case, immediately prior to the Effective Time, shall automatically be cancelled and retired and shall cease to exist as issued or outstanding shares, and no consideration or payment shall be delivered in exchange therefor or in respect thereof.
Cancellation of Company Securities. Each Share held by the Company (including shares held as treasury stock) or held, directly or indirectly, by Parent or Acquisition Sub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist as issued or outstanding shares, and no consideration or payment shall be delivered in exchange therefor or in respect thereof. Any Shares issued and outstanding immediately prior to the Effective Time that are owned by any direct or indirect wholly owned Subsidiary of Parent (other than Acquisition Sub) or Subsidiary of the Company (the “Converted Shares”) shall be converted at the Effective Time into such number of shares of common stock of the Surviving Corporation such that the ownership percentage of any such Subsidiary in the Surviving Corporation shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time.
Cancellation of Company Securities. Each share of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), Class P Common Stock, par value $0.01 per share (the “Class P Common Stock”), Class T Common Stock, par value $0.01 per share (the “Class T Common Stock “), and Class V Common Stock, par value $0.01 per share (the “Class V Common Stock”), (collectively the “Company Common Stock “) held by the Company as treasury stock or held by Buyer or Acquisition Sub immediately prior to the Effective Time shall automatically be cancelled, retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof.
Cancellation of Company Securities. Except as set forth below, each share of the Company’s Common Stock, par value $0.01 per share (the “Company Common Stock”), held by the Company as treasury stock or held directly or indirectly by Buyer or Acquisition Sub, immediately prior to the Effective Time shall automatically be cancelled and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof. Notwithstanding the foregoing and provided that the Stock Purchase shall have been consummated in accordance with the terms of the Stock Purchase Agreement, at the Effective Time all shares of Company Common Stock held by Casino USA and acquired by Buyer as part of the Stock Purchase (the “Casino USA Shares”) shall remain outstanding and unchanged as a result of the Merger.
Cancellation of Company Securities. From and after the Effective Time, all capital stock of the Company, and all options and warrants relating thereto, shall no longer be outstanding and shall automatically be canceled and retired, or converted in accordance with this Section 3.1, as the case may be, and each holder of a certificate or other instrument representing any such shares, options or warrants shall cease to have any rights with respect thereto, other than the right to receive the consideration provided herein, without interest thereon. In calculating the consideration payable under this Section 3.1(d), Buyer shall be entitled to rely on the representations and warranties contained in Section 4.3 and the Capital Structure Certificate.
