Cancellation of Company Units Sample Clauses

Cancellation of Company Units. As of the Effective Time, by virtue of the Merger and without any action on the part of the Emdeon Entities, the Company or the respective members thereof, each Company Unit issued and outstanding immediately prior to the Effective Time shall cease to exist, any certificates for such Company Units shall be canceled and no units or other equity interest of the Surviving Entity shall be exchanged therefor; provided, however, that each Company Member holding such Company Units shall be entitled, upon delivery (which delivery may be made electronically via .pdf copy on the Closing Date, to be followed promptly thereafter by physical delivery) of (i) a letter of transmittal in the form attached hereto as Exhibit H (the “Letters of Transmittal”), in each case duly executed by such Company Member (and, for any Company Member who is an individual and is married (unless such individual does not reside in Texas or another community property state), the spouse of such Company Member), together with any certificates representing the Company Units held by such Company Member (and, in the case of any lost or damaged certificates representing the Company Units held by such Company Member, an affidavit of lost or damaged certificate in respect thereof), (ii) (A) in the case of any Person who is a Principal Member, a release in the form attached hereto as Exhibit I-1 (the “Member Releases”) duly executed by such Principal Member (and, for any Principal Member who is an individual and is married (unless such individual does not reside in Texas or another community property state), the spouse of such Principal Member), and (b) in the case of any Person who is not a Principal Member, a release in the form attached hereto as Exhibit I-2 (the “Equity Holder Releases”) duly executed by such Person (and, for any such Person who is an individual and is married (unless such individual does not reside in Texas or another community property state), the spouse of such Person), and (iii) in the case of each of Xxxx Xxxx, Xxxxxx Xxxx, Xxxxx Xxxxxx, National Health Systems, Inc. and Xxxx Xxxxxxx, an indemnification agreement in the form attached hereto as Exhibit J, duly executed by each such person (such agreements, collectively, the “Indemnification Agreements”; the Letters of Transmittal, the Member Releases, the Equity Holder Releases and the Indemnification Agreements, collectively, the “Company Member Closing Documents”), to the portion of the Merger Consideration set forth across ...
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Cancellation of Company Units. All Company Units converted pursuant to Section 2.01(c) shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Company Units shall cease to have any rights with respect thereto, except the right to receive the applicable consideration pursuant to this Agreement. Company Warrants. On the date hereof, concurrently with the execution and delivery of this Agreement, Aquarian has entered in a termination agreement with respect to the Aquarian Warrants (the “Aquarian Warrant Termination Agreement”) with Parent and the Company, pursuant to which Aquarian has agreed that, effective immediately prior to the Effective Time, such Aquarian Warrants shall be canceled and converted into the right to receive (i) the applicable Net Cash Settled Warrant Closing Amount (as defined below) with respect to such Aquarian Warrants and (ii) any Per Unit Post-Closing Consideration allocable to such Company Units subject to such Aquarian Warrant, as if such Company Units had been issued and outstanding as of immediately prior to the Effective Time. The Company shall deliver to each holder of any Company Warrants, other than the Aquarian Warrants, that remain outstanding and unexercised on the date of this Agreement (such Company Warrants other than the Aquarian Warrants, the “Other Warrants”), as soon as reasonably practicable and in any event within five business days of the date of this Agreement (or such earlier date as may be required by the terms of the applicable Other Warrant), a written notice of the Merger in the form required by, and otherwise in accordance with the applicable terms of, each Other Warrant, and such notice shall include a termination agreement with respect to such Other Warrants in the form attached hereto as Exhibit D (each, an “Other Warrant Termination Agreement” and, together with the Aquarian Warrant Termination Agreement, collectively, the “Warrant Termination Agreements”), and permit the holder of any Other Warrant to execute and deliver an Other Warrant Termination Agreement with respect thereto, in lieu of paying the aggregate exercise price with respect to such Other Warrant and being issued the aggregate number of Company Units subject to such Other Warrant on or prior to the Closing Date, in which case, effective immediately prior to the Effective Time, such Other Warrant shall be canceled (the Aquarian Warrants and any such Other Warrants that are, or may become, subject of a Warrant Ter...
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Related to Cancellation of Company Units

  • 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.

  • Cancellation of Options In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

  • Cancellation of Converted Securities All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09.

  • Cancellation of Treasury Shares Each share of Company Common Stock held in the Company treasury and each share of Company Common Stock, if any, owned by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

  • Cancellation and/or Adjustment of Global Securities At such time as all beneficial interests in a particular Global Security have been exchanged for Certificated Securities or a particular Certificated Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security will be returned to or retained and canceled by the Trustee in accordance with Section 311 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Certificated Securities, the principal amount of Securities represented by such Global Security will be reduced accordingly and an endorsement will be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security will be increased accordingly and an endorsement will be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

  • Cancellation of Warrants In the event the Company shall purchase or otherwise acquire Warrants, the same shall thereupon be cancelled and retired. The warrant agent (if so appointed) shall cancel any Warrant surrendered for exchange, substitution, transfer or exercise in whole or in part.

  • CANCELLATION OF CONTRACT The Division of Procurement Services reserves the right to cancel a contract with a thirty-day written notice OR cancel immediately if the contractor does not conform to terms and conditions and specifications of contract.

  • Cancellation of Notes Any Person that receives a Note surrendered for payment, registration of transfer, exchange or redemption will deliver the Note to the Indenture Trustee and the Indenture Trustee will promptly cancel it. The Issuer may surrender to the Indenture Trustee for cancellation Notes previously authenticated and delivered under this Indenture which the Issuer may have acquired, and the Indenture Trustee will promptly cancel them. No Notes will be authenticated in place of or in exchange for Notes cancelled as stated in this Section 2.10. The Indenture Trustee may hold or dispose of cancelled Notes according to its standard retention or disposal policy unless the Issuer directs, by Issuer Order, that they be destroyed or returned to it.

  • Cancellation Rights If the offer of a place and its acceptance are both made entirely at distance by means of post, fax or electronic communication without either parent meeting face to face with a member of the School staff during the contractual process the Parents may cancel this agreement at any time within 14 days of the date of the acceptance form. In such circumstances the Acceptance Deposit and the Additional Deposit, if paid, will be refunded together with any Fees paid pro-rated if the School has provided any educational services under this agreement.

  • Cancellation and/or Adjustment of Global Notes At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

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