Cancellation of Excluded Shares. Each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) that is owned directly or indirectly by the Company as treasury stock or by Parent, Merger Sub or any other wholly owned Subsidiary (as defined in Section 5.1(a)) of Parent and in each case not held on behalf of third parties (such shares, collectively with Dissenters’ Shares (as defined in Section 4.10), the “Excluded Shares”) shall be canceled, and no consideration shall be delivered in exchange therefor.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Yellow Roadway Corp), Agreement and Plan of Merger (Usf Corp), Agreement and Plan of Merger (Usf Corp)
Cancellation of Excluded Shares. Each share (i) Any shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) that is Stock held by Parent or any direct or indirect wholly-owned directly Subsidiary of Parent or indirectly by the Company as treasury stock or by Parent, Merger Sub or any other wholly direct or indirect wholly-owned Subsidiary of the Company, other than those held in a fiduciary capacity or as a result of debts previously contracted (as defined in Section 5.1(a)) of Parent and in each case not held on behalf of third parties (such shares, collectively with Dissenters’ Shares (as defined in Section 4.10), the “Excluded Shares”) and (ii) subject to Section 3.01(e), any Dissenting Shares shall automatically be canceled, cancelled and retired and shall cease to exist at the Effective Time of the Merger and no consideration shall be delivered issued in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CU Bancorp), Agreement and Plan of Merger (Pacwest Bancorp)
