Common use of Cancellation of Excluded Shares Clause in Contracts

Cancellation of Excluded Shares. Each Excluded Share (other than any such Shares owned by any direct or indirect wholly-owned Subsidiary of the Company) shall, as a result of the Merger and without any action on the part of the holder of such Excluded Share, cease to be outstanding, 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 4.2(g) and the DGCL.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Monsanto Co /New/), Merger Agreement

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Cancellation of Excluded Shares. Each Excluded Share (other than any such Shares owned by any direct or indirect wholly-owned Subsidiary of the Company) shall, as a result by virtue of the Merger and without any action on the part of the holder of such the Excluded Share, cease to be outstanding, be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have pursuant to under Section 4.2(g4.2(f) and the DGCL.

Appears in 2 contracts

Samples: Merger Agreement (Medicis Pharmaceutical Corp), Merger Agreement (Valeant Pharmaceuticals International, Inc.)

Cancellation of Excluded Shares. Each Excluded Share (other than any such Shares owned by any direct or indirect wholly-owned Subsidiary of the Company) shall, as a result of the Merger and without any action on the part of the holder of such Excluded Share, cease to be outstanding, be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof any Dissenting Shareholder may have pursuant to Section 4.2(g) and the DGCLwith respect to any Excluded Shares that are Dissenting Shares.

Appears in 2 contracts

Samples: Merger Agreement (JMP Group LLC), Merger Agreement (JMP Group LLC)

Cancellation of Excluded Shares. Each Excluded Share (other than any such Shares owned held by any direct or indirect wholly-owned Subsidiary of the Company, which shall not be cancelled and shall remain outstanding) shall, as a result by virtue of the Merger and without any action on the part of the holder of such the Excluded Share, cease to be outstanding, be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have pursuant to under Section 4.2(g) and the DGCL4.2(f).

Appears in 2 contracts

Samples: Merger Agreement (RR Donnelley & Sons Co), Merger Agreement (Bowne & Co Inc)

Cancellation of Excluded Shares. Each Excluded Company Share (other than any such Excluded Company Shares that are owned by any direct or indirect wholly-owned Subsidiary the Subsidiaries of the CompanyCompany or of Parent which such Excluded Company Shares shall remain outstanding and unaffected by the Merger) shall, as a result by virtue of the Merger and without any action on the part of the holder of such Excluded Sharethereof, cease to no longer be outstanding, shall be automatically cancelled and retired without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have pursuant to under Section 4.2(g) and the DGCL).

Appears in 1 contract

Samples: Merger Agreement (Dobson Communications Corp)

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Cancellation of Excluded Shares. Each Excluded Share (other than any such Excluded Shares owned held by any direct or indirect of the Company’s wholly-owned Subsidiary of the CompanySubsidiaries) referred to in Section 4.1(a) shall, as a result by virtue of the Merger and without any action on the part of the holder of such Excluded Sharethereof, 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 4.2(g) and the DGCL.

Appears in 1 contract

Samples: Merger Agreement (Bristol West Holdings Inc)

Cancellation of Excluded Shares. Each Excluded Share (other than any such Shares owned by any direct or indirect wholly-wholly owned Subsidiary of the Company) shall, as a result by virtue of the Merger and without any action on the part of Parent, Merger Sub or the holder of such Excluded Share, cease to be outstanding, be cancelled without payment of any consideration therefor and shall cease to exist, subject subject, in the case of Excluded Shares held by Dissenting Stockholders, to any rights the holder thereof may have pursuant to under Section 4.2(g) and the DGCL3.2(f).

Appears in 1 contract

Samples: Merger Agreement (Genworth Financial Inc)

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