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: Agreement and Plan of Merger, Agreement and Plan of Merger (Monsanto Co /New/), Agreement and Plan of Merger
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: Agreement and Plan of Merger (Medicis Pharmaceutical Corp), Agreement and Plan of Merger (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 Stockholder 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: Agreement and Plan of Merger (Pcm, Inc.), Agreement and Plan of Merger (Insight Enterprises 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: Agreement and Plan of Merger (JMP Group LLC), Agreement and Plan of Merger (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: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Bowne & Co 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: Agreement and Plan of Merger (Genworth Financial 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: Agreement and Plan of Merger (Dobson Communications Corp)