Cancellation of Company Stock. Upon surrender of each Certificate and delivery by Parent of the Merger Shares to be delivered in exchange therefor, such Certificate shall forthwith be canceled. Until so surrendered, each Certificate shall be deemed for all corporate purposes to evidence only the right to receive upon such surrender the aggregate number of Merger Shares into which the Company Stock represented thereby shall have been converted in accordance with the terms and upon the conditions of this Agreement.
Cancellation of Company Stock. Each share of capital stock of the Company held in treasury of the Company shall be canceled and retired and no payment shall be made in respect thereof.
Cancellation of Company Stock. At the Effective Time, each share of Company Stock issued and outstanding immediately before the Effective Time (other than any Dissenting Shares (as defined in Section 3.6(c) below) and other than any shares of Company Stock held directly or indirectly by the Company) will be cancelled and, subject to the provisions of Sections 3.6(c), 4.3 and 4.6 hereof, each Stockholder shall have the right to receive, in lieu of all shares of Company Stock held by such Stockholder that will be so cancelled, (i) that number of shares of LeukoSite Stock representing the percentage of the Aggregate Base Consideration Shares to which such Stockholder may be entitled, if any, in accordance with the provisions of SCHEDULE A hereto, (ii) that number of shares of LeukoSite Stock representing the percentage of the Aggregate Subsequent Consideration Shares to which such Stockholder may be entitled, if any, in accordance with the provisions of SCHEDULE A hereto (it being understood that any such right of such Stockholder to receive such number of shares of LeukoSite Stock is a contingent right that is dependent, among other things, on whether LeukoSite is required to issue any Aggregate Subsequent Consideration Shares pursuant to Section 3.8(a) hereof), (iii) that number of shares of LeukoSite Stock representing the percentage of the Milestone Shares to which such Stockholder may be entitled, if any, in accordance with the provisions of SCHEDULE A hereto (it being understood that any such right of such Stockholder to receive such number of shares of LeukoSite Stock is a contingent right that is dependent, among other things, on whether LeukoSite is required to issue any Milestone Shares pursuant to Section 3.8(c) hereof), and (iv) cash payments each equal to the percentage of any Aggregate Contingent Consideration Payment to which such Stockholder may be entitled, if any, in accordance with the provisions of SCHEDULE A hereto (it being understood that any such right of such Stockholder to receive any such cash payment is a contingent right that is dependent, among other things, on whether LeukoSite is required to pay any Aggregate Contingent Consideration Payment pursuant to Sections 3.8(b), 3.8(c), 3.8(d), 3.8(e) or 3.8(f) hereof). Notwithstanding anything in this Section 3.6(a) or in SCHEDULE A hereto to the contrary, no fractional shares of LeukoSite Stock shall be issued in connection with the Merger, but cash payments shall be made in lieu of such fractional shares pursuant ...
Cancellation of Company Stock. At the Effective Time, all shares of Company Stock will no longer be outstanding and all shares of Company Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.04, each holder of a certificate formerly representing any such shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Shares in accordance with Section 2.01(g) hereof.
Cancellation of Company Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parsec, Merger Sub or the Company, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive, without interest, the applicable pro-rata portion of the Closing Payment Shares for each share of Company Capital Stock (the “Applicable Per Share Merger Consideration”) as specified on Exhibit A hereto. For avoidance of any doubt, the Shareholders will cease to have any rights with respect to his, her or its Company Capital Stock, except the right to receive the Applicable Per Share Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:
Cancellation of Company Stock. Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time and held in the treasury of the Company or owned by the Company or any direct or indirect subsidiary the Company or Parent or the Merger Sub shall be canceled and extinguished and no payment shall be made with respect thereto.
Cancellation of Company Stock. After the Effective Time, all shares of Company Common Stock shall no longer be issued and outstanding and shall automatically be cancelled and shall cease to exist, except as to Dissenting Shares, and shall thereafter represent only the right to receive the Merger Consideration (and any cash in lieu of fractional shares pursuant to Section 2.04 and any dividends and other distributions pursuant to Section 2.08(d)) and each holder of a Certificate or a Book-Entry Share will cease to have any rights with respect thereto, except the right to receive the Merger Consideration (and any cash in lieu of fractional shares pursuant to Section 2.04 and any dividends and other distributions pursuant to Section 2.08(d)).
Cancellation of Company Stock. At Closing, the Company Shareholders shall deliver their certificates for Company Stock endorsed for cancellation. At the Effective Time, all shares of Company Stock shall automatically be cancelled and retired and shall cease to exist, and the Company Shareholders shall cease to have any rights with respect to the Company Stock.
Cancellation of Company Stock. As of the Effective Time, all shares of Company Stock issued and outstanding immediately prior to the Effective Time (other than the Rollover Shares and other shares to be canceled as provided in Section 1.8(d) (collectively, the “Excluded Shares”)) shall no longer be outstanding and shall automatically 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 Stock (a “Certificate”) (which, for the avoidance of doubt, expressly excludes the Excluded Shares) shall, to the extent such Certificate represents such shares, cease to have any rights with respect thereto, except the right to receive, upon surrender of such Certificate in accordance with Article II, the Class A Non-Rolling Per Share Closing Merger Consideration, the Class B Per Share Closing Merger Consideration or the Preferred Per Share Merger Consideration, as applicable, and, in the case of each share of Company Class A Common Stock, the Class A Per Share Holdback Consideration and, in the case of each share of Company Class B Common Stock, the Class B Per Share Holdback Consideration.
Cancellation of Company Stock. All shares of common stock, without par value, of Company ("Corporation Common Stock") that are owned directly or indirectly by Company or by any Subsidiary of Company and any shares of Corporation Common Stock that are owned by Parent, Sub or any other Subsidiary of Parent shall be cancelled and retired, and no stock of Parent or other consideration shall be delivered in exchange therefor and all rights in respect thereof shall cease to exist without any conversion thereof or payment therefor. In this Merger Agreement, a "Subsidiary" of a Person means, at any time, any corporation or other Person, if at such time the first mentioned Person owns, directly or indirectly, securities or other ownership interests in such corporation or other Person, having ordinary voting power to elect a majority of the board of directors or persons performing similar functions for such corporation or other Person. In this Merger Agreement, a "Person" means an individual, partnership, corporation, trust, unincorporated association, limited liability company, joint venture or other entity or governmental body, authority, agency or entity.
