Cancellation of Company Shares. Each Company Share owned directly or indirectly by Company or by any subsidiary (as defined in Section 10.2) of Company will automatically be cancelled and retired and will cease to exist and no consideration will be delivered or deliverable in exchange for such Company Shares. Company will obtain a written consent to such cancellation from any subsidiary, whether or not wholly owned, that owns Company Shares.
Cancellation of Company Shares. At the Effective Time, all Company Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of such Company Shares shall thereafter represent only the right to the applicable Merger Consideration.
Cancellation of Company Shares. Each Company Share that is an Excluded Company Share shall be cancelled and shall cease to exist, with no consideration paid in exchange therefor.
Cancellation of Company Shares. Upon conversion pursuant to Section 2.3, all Company Shares shall be cancelled and cease to exist, and each holder thereof shall cease to have any rights with respect thereto other than the right to receive the Merger Consideration and any other amounts in accordance with the terms provided herein. All shares of Parent Common Stock issued as Merger Consideration shall be fully paid and nonassessable.
Cancellation of Company Shares. At the Effective Time, all Company Shares owned by the Company, Parent, any Parent Subsidiary that is a direct or indirect owner of Merger Sub immediately prior to the Effective Time or Merger Sub shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Cancellation of Company Shares. Each of the Company Shares held by the Company as dormant shares or held by Parent or Merger 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 Shares. As of the Company Merger Effective Time, all Company Shares issued and outstanding immediately prior to the Company Merger Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Company Share (other than Excluded Shares, if any) shall cease to have any rights with respect to such interest, except the right to receive the Per Company Share Merger Consideration.
Cancellation of Company Shares. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any further action on the part of Acquiror, the Company, the Surviving Corporation or the holders of any of the following securities:
(a) Except as may be otherwise agreed in writing between Acquiror and any holder thereof, each share of the Company's common stock, par value $.01 per share (the "Common Stock"), together with the associated Rights (as defined in Section 2.2), issued and outstanding immediately prior to the Effective Time (such shares, together with such Rights are herein referred to as the "Shares"), other than Shares canceled pursuant to Section 1.6(b) and Dissenting Shares (as defined in Section 1.7(b)), shall be canceled, extinguished and converted into and become a right to receive $15.50 in net cash per Share without any interest thereon (the "Merger Consideration"), subject to appropriate adjustment for any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange with respect to the Shares occurring before the Effective Time.
(b) Each Share that is issued and outstanding immediately prior to the Effective Time and owned by Parent, Acquiror or any direct or indirect wholly owned subsidiary of Parent or Acquiror or by the Company or any direct or indirect wholly owned subsidiary of the Company, shall be canceled, extinguished and retired, and no payment of any consideration shall be made with respect thereto.
(c) Each share of the Acquiror's common stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation.
(d) As and to the extent provided in any written agreement between Acquiror and any holder of Shares, such holder's Shares shall not be canceled, extinguished or converted into the right to receive the Merger Consideration, but instead such Shares shall remain issued and outstanding as fully paid and nonassessable shares of common Stock of the Surviving Corporation.
(e) As a result of their conversion pursuant to Section 1.6(a), all Shares (excluding any Dissenting Shares and any Shares described in Section 1.6(b) or 1.6(d)) issued and outstanding immediately before the Effective Time shall cease to be outstanding and shall automatically be canceled and retired, and each certificate ("Certificate") previously evidencing such Shares (o...
Cancellation of Company Shares. The Company shall have cancelled approximately Eight Million Eight Hundred Thousand (8,800,000) shares of Company Common Stock prior to the consummation of the Merger, such that as of the Effective Time no more than One Million Two Hundred Thousand (1,200,000) shares of Company Common Stock shall be issued and outstanding (the "Cancellation") and the Company shall have caused all issued and outstanding warrants, options or other rights to acquire equity securities in the Company to be exercised or terminated such that as of the Effective Time no warrants, options or other rights to acquire equity or other securities in the Company shall be outstanding.
Cancellation of Company Shares. 8 SECTION 2.5 Stock Options............................................................8 SECTION 2.6 Adjustment of Exchange Ratio.............................................9 SECTION 2.7 Exchange of Certificates.................................................9
