Common use of Cancellation of Excluded Shares Clause in Contracts

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Advaxis, Inc.), Agreement and Plan of Merger (Ayala Pharmaceuticals, Inc.), Agreement and Plan of Merger (Advaxis, Inc.)

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Cancellation of Excluded Shares. Each Excluded Share shall, by virtue as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Southern California Bancorp \ CA), Agreement and Plan of Merger, Agreement of Merger (Plumas Bancorp)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(f).

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Exelon Corp), Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Idenix Pharmaceuticals Inc)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Initial Merger and without any action on the part of the Company, Parent, the Merger Sub Subs or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 5 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Twenty-First Century Fox, Inc.), Agreement and Plan of Merger (Walt Disney Co/)

Cancellation of Excluded Shares. Each At the Effective Time, each Excluded Share shallShare, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, shall cease to be outstanding, shall be cancelled without canceled and retired, and no shares of stock or other securities of Alphabet or the Surviving Corporation shall be issuable, and no payment of any or other consideration therefor and shall cease to existbe made or paid, in respect thereof.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Albertsons Inc /De/), Agreement and Plan of Merger (American Stores Co /New/), Agreement and Plan of Merger (American Stores Co /New/)

Cancellation of Excluded Shares. Each Excluded Share issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled canceled and retired without payment of any consideration therefor and shall cease to exist.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Chips & Technologies Inc), Agreement and Plan of Merger (Merck & Co Inc), Agreement and Plan (Merck & Co Inc)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist.

Appears in 4 contracts

Samples: And Restated Agreement and Plan of Merger (Archipelago Holdings Inc), Agreement and Plan of Merger (Archipelago Holdings Inc), Agreement and Plan of Merger (Archipelago Holdings Inc)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and retired and shall cease to existexist as of the Effective Time, and no consideration shall be delivered in exchange therefor or in respect thereof, subject to any rights the holder thereof may have under Section 2.5(h).

Appears in 3 contracts

Samples: Business Separation and Merger Agreement (Coca-Cola Enterprises, Inc.), Separation and Merger Agreement (Coca Cola Enterprises Inc), Separation and Merger Agreement (Coca Cola Co)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and retired and shall cease to existexist and no consideration shall be delivered in exchange therefor.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Renaissance Learning Inc), Agreement and Plan of Merger (Republic Airways Holdings Inc), Agreement and Plan of Merger (Midwest Air Group Inc)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, will cease to be outstanding, shall will be cancelled without payment of any consideration therefor therefor, and shall will cease to exist.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Reven Housing REIT, Inc.), Agreement and Plan of Merger (KBS Strategic Opportunity REIT, Inc.), Agreement and Plan of Merger (Forest City Realty Trust, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the CompanyIris, ParentMeadow, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (MEI Pharma, Inc.), Agreement and Plan of Merger (Infinity Pharmaceuticals, Inc.), Agreement and Plan of Merger (Infinity Pharmaceuticals, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shallAt the Effective Time, by virtue as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof any limited liability company interest of the Company, each Excluded Share shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to existexist as of the Effective Time.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cheniere Energy Partners LP Holdings, LLC), Agreement and Plan of Merger (Cheniere Energy Inc), Agreement and Plan of Merger (Cheniere Energy Inc)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject only to any rights the holder thereof may have under Section 2.02(f).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pacific Capital Bancorp /Ca/), Agreement and Plan of Merger (Unionbancal Corp), Agreement and Plan of Merger

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(g).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Rue21, Inc.), Agreement and Plan of Merger (Wolverine World Wide Inc /De/), Agreement and Plan of Merger (Collective Brands, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Harris Corp /De/), Agreement and Plan of Merger (Exelis Inc.), Agreement and Plan of Merger (Coleman Cable, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub Parties or the any holder thereofof any Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have pursuant to Section 4.7.

Appears in 3 contracts

Samples: Paying Agent Agreement (Majesco), Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (Verifone Systems, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled canceled and retired without payment of any consideration therefor and shall cease to exist.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (United Healthcare Corp), Agreement and Plan of Reorganization and Merger (Medical Resources Management Inc), Agreement and Plan (Emergent Group Inc/Ny)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights that Dissenting Stockholders who are holders thereof may have under Section 4.2(f).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Genlyte Group Inc), Agreement and Plan of Merger (Varsity Group Inc)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, of such Excluded Share cease to be outstanding, shall outstanding be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(f).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Viking Systems Inc), Agreement and Plan of Merger (Conmed Corp)

Cancellation of Excluded Shares. Each Excluded Share shall(other than those cancelled in accordance with Section 2.8(b)), by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to the right of the Record Holder of any Dissenting Shares to receive the payment referred to in Section 2.7(f) with respect to such Dissenting Shares.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alco Stores Inc), Vi Agreement and Plan of Merger (Interline Brands, Inc./De)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 3.2(f).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gilead Sciences Inc), Agreement and Plan of Merger (Pharmasset Inc)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Gulf Merger and without any action on the part of the Company, Parent, Merger Sub Parties or the any holder thereofof any Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (DraftKings Inc.), Agreement and Plan of Merger (Golden Nugget Online Gaming, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 2.3(f).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Supervalu Inc), Agreement and Plan of Merger (Unified Grocers, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(f).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Reed Elsevier PLC), Agreement and Plan of Merger (Choicepoint Inc)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (FBR & Co.), Agreement and Plan of Merger (B. Riley Financial, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub Parties or the any holder thereofof any Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rada Electronic Industries LTD), Agreement and Plan of Merger (Leonardo DRS, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shall(other ------------------------------- than Dissenting Shares) issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, shall cease to be outstanding, outstanding and shall be cancelled canceled and retired without payment of any consideration therefor and shall cease to exist.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Dupont E I De Nemours & Co)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.3(h).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Priceline Com Inc), Agreement and Plan of Merger (KAYAK Software Corp)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(f).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Optimer Pharmaceuticals Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to the right of the holder of any Excluded Share referred to in Section 4.1(a)(ii) to receive the payment to which reference is made in Section 4.2(f).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Altria Group, Inc.), Agreement and Plan of Merger (Ust Inc)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to existexist at the Effective Time.

Appears in 2 contracts

Samples: Bank Merger Agreement (Central Valley Community Bancorp), Bank Merger Agreement (Community West Bancshares /)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ACE LTD), Agreement and Plan of Merger (Interwoven Inc)

Cancellation of Excluded Shares. Each Excluded Share issued ------------------------------- and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled canceled and retired without payment of any consideration therefor and shall cease to exist.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fluor Daniel Gti Inc), Agreement and Plan of Merger (International Technology Corp)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 5.2(f).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Stride Rite Corp), Agreement and Plan of Merger (Payless Shoesource Inc /De/)

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Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub Purchaser or the holder thereof, cease to be outstanding, shall and be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Satsuma Pharmaceuticals, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shallShare, by virtue of the Merger and without any action on the part of the CompanyHolder of such Excluded Share, Parent, Merger Sub or the holder thereof, shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (KAR Auction Services, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shallAt the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, each Excluded Share shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avangrid, Inc.)

Cancellation of Excluded Shares. Each Excluded Share issued and ------------------------------- outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled canceled and retired without payment of any consideration therefor and shall cease to exist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ratos Acquisition Corp)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, shall cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oracle Healthcare Acquisition Corp.)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have pursuant to Section 3.7.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Cancellation of Excluded Shares. Each Any Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holders of Dissenting Shares may have under Section 3.01(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Anika Therapeutics, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or 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 Section 2.6.8.

Appears in 1 contract

Samples: Acquisition Agreement (Multiband Corp)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jones Group Inc)

Cancellation of Excluded Shares. Each Excluded Share shallAt the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, each (i) Dissenting Share shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(f), and (ii) each Converted Share shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cellular Biomedicine Group, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (1st Century Bancshares, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Shares, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder of any Dissenting Shares thereof may have under SECTION 2.6.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PRA Health Sciences, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 5.5(g).

Appears in 1 contract

Samples: Agreement and Plan of Merger (AbbVie Inc.)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofany other Person, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SomaLogic, Inc.)

Cancellation of Excluded Shares. Each Excluded Share referred to in Section 2.1(a) and each Share, if any, owned by the Company shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall automatically be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Command Security Corp)

Cancellation of Excluded Shares. Each Excluded Share shallShare, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub Sub, the Company or the holder thereofof such Excluded Share, shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Apollo Education Group Inc)

Cancellation of Excluded Shares. Each Excluded Share outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor thereof and shall cease to exist.

Appears in 1 contract

Samples: Business Combination Agreement (NeoGames S.A.)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights under Section 4.2(f) if the holder thereof is a Dissenting Stockholder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Molex Inc)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights that Dissenting Stockholders who are holders thereof may have under Section 4.2(f).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Color Kinetics Inc)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Heinz H J Co)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Acquisition Sub, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metacrine, Inc.)

Cancellation of Excluded Shares. Each Excluded Share shall, by virtue as a result of the Primary Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BayCom Corp)

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