Cancellation of Excluded Shares. Any shares of Company Common Stock held by Parent or any direct or indirect wholly-owned Subsidiary of Parent or by the Company or any 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 (“Excluded Shares”), shall automatically be cancelled and retired and shall cease to exist at the Effective Time of the Merger and no consideration shall be issued in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (Pacwest Bancorp), Merger Agreement (Square 1 Financial Inc)
Cancellation of Excluded Shares. (i) Any shares of Company Community Common Stock held by Parent or any direct or indirect wholly-owned Subsidiary of Parent or by the Company Community or any direct or indirect wholly-owned Subsidiary of the CompanyCommunity, other than those held in a fiduciary capacity or as a result of debts previously contracted (“Excluded Shares”), ) shall automatically be cancelled and retired and shall cease to exist at the Effective Time of the Merger and no consideration shall be issued in exchange therefor.
Appears in 1 contract
Cancellation of Excluded Shares. Any shares of the Company Common Stock held owned by the Company as treasury stock or owned, directly or indirectly, the Company, Parent or any direct or indirect wholly-owned Subsidiary of Parent or by the Company or any direct or indirect wholly-owned Subsidiary of the Company, Parent’s Subsidiaries (other than those held in a fiduciary capacity or as a result of debts previously contracted contracted) (“Excluded Treasury Shares”), and, subject to Section 1.4(g), any Dissenting Shares, shall automatically be cancelled and retired and shall cease to exist at the Effective Time of the Merger and no consideration shall be issued in exchange therefor.
Appears in 1 contract
Cancellation of Excluded Shares. Any shares Each share of Company Common Stock held by Company or owned by Merger Sub, Parent or any direct or indirect wholly-wholly owned Subsidiary subsidiary of Company or of Parent or by the Company or any 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 (“Excluded Shares”), shall automatically be cancelled and retired and shall cease immediately prior to exist at the Effective Time of (collectively, the Merger and no consideration "Excluded Shares") shall be issued in exchange thereforcanceled and extinguished without any conversion thereof.
Appears in 1 contract
Cancellation of Excluded Shares. Any shares Each Common Share held in the treasury of the Company Common Stock held by Parent or any direct or indirect wholly-owned Subsidiary of Parent or by the Company or any direct or indirect wholly-wholly owned Company Subsidiary and each Common Share owned by Parent, Merger Sub or any direct or indirect wholly owned Subsidiary of Parent or Merger Sub immediately prior to the Company, other than those held in a fiduciary capacity or as a result of debts previously contracted (“Excluded Shares”), shall automatically Effective Time will be cancelled and retired and shall cease to exist at the Effective Time of the Merger without any conversion thereof and no consideration shall payment or distribution will be issued in exchange therefor.made with respect thereto; and
Appears in 1 contract
Cancellation of Excluded Shares. Any shares of Each issued and outstanding Company Common Stock held Share that is owned by Parent or Parent, Merger Sub, any direct or indirect wholly-owned Subsidiary subsidiary of Parent or by the Company Merger Sub or any direct or indirect wholly-owned Subsidiary subsidiary of the CompanyCompany immediately prior to the Company Merger Effective Time (each, other than those held in a fiduciary capacity or as a result of debts previously contracted (an “Excluded Share” and, collectively, the “Excluded Shares”), if any, shall cease to be outstanding, shall automatically be cancelled canceled and retired and shall cease to exist at the Effective Time of the Merger exist, and no cash or other consideration shall be issued delivered or deliverable in exchange therefor.
Appears in 1 contract
Cancellation of Excluded Shares. Any shares of Company Common Stock Each Share held by the Company as treasury stock or owned by any direct or indirect wholly-owned Subsidiary of the Company and each Share owned by Merger Subsidiary, Parent or any direct or indirect wholly-owned Subsidiary of Parent or by the Company or any 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 (“Excluded Shares”), shall automatically be cancelled and retired and shall cease immediately prior to exist at the Effective Time of (other than Shares irrevocably accepted for purchase by Merger Subsidiary in the Merger Offer) shall be canceled, and no consideration payment shall be issued in exchange therefor.made with respect thereto;
Appears in 1 contract