Common use of Cancellation of Shares Clause in Contracts

Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time (in each case, other than any Shares held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.

Appears in 9 contracts

Samples: Merger Agreement (Williams Companies Inc), Merger Agreement (Williams Companies Inc), Agreement and Plan of Merger (Energy Transfer Equity, L.P.)

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Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by Parent or owned by the Company or any direct or indirect Subsidiary of Parent or of the Company (in each case, case other than any Shares held that are owned on behalf of third parties) (the “Cancelled Shares”) ), shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be cancelled outstanding and shall be canceled and retired and shall cease to exist, and no without payment of any consideration shall be delivered in exchange for such cancellation and retirementtherefor.

Appears in 6 contracts

Samples: Merger Agreement (Cistron Biotechnology Inc), Merger Agreement (Capital Re Corp), Merger Agreement (Correctional Services Corp)

Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by any of the Merge Companies or owned by the Company or any direct or indirect subsidiary of the Company (in each case, case other than any Shares held that are owned on behalf of third parties) (the “Cancelled Shares”) ), shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be cancelled outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.

Appears in 4 contracts

Samples: Merger Agreement (Merge Technologies Inc), Merger Agreement (Faliks Aviel), Merger Agreement (Merge Technologies Inc)

Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by any of the Cingular Companies or owned by the Company or any direct or indirect Subsidiary of the Company (in each case, other than any such Shares that are held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Cingular Wireless LLC), Agreement and Plan of Merger (Cingular Wireless LLC), Merger Agreement (At&t Wireless Services Inc)

Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by any of the Parent Companies or owned by the Company or any direct or indirect Subsidiary of the Company (in each case, case other than any Shares held that are owned on behalf of third parties) (the “Cancelled Shares”) ), shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be cancelled outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.

Appears in 4 contracts

Samples: Merger Agreement (St Paul Companies Inc /Mn/), Merger Agreement (Usf&g Corp), Merger Agreement (Mmi Companies Inc)

Cancellation of Shares. Each Share that is held owned, directly or indirectly indirectly, by the Company Parent or any of its wholly owned Subsidiaries Merger Sub immediately prior to the Effective Time (in each case, other than or held by the Company or any Shares held on behalf Subsidiary of third parties) (the “Cancelled Shares”) Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.

Appears in 3 contracts

Samples: Merger Agreement (DPL Inc), Merger Agreement (DPL Inc), Merger Agreement (Aes Corp)

Cancellation of Shares. Each Share that is held owned, directly or indirectly indirectly, by Parent or Merger Sub immediately prior to the Effective Time or held by the Company or any Subsidiary of its wholly owned Subsidiaries the Company immediately prior to the Effective Time (in each case, other than any Shares held on behalf of third partiesthe Restricted Shares) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.

Appears in 3 contracts

Samples: Merger Agreement (Allegheny Energy, Inc), Merger Agreement (Firstenergy Corp), Merger Agreement

Cancellation of Shares. Each Share that is held owned, directly or indirectly indirectly, by the Company Parent or any of its wholly owned Subsidiaries Merger Sub immediately prior to the Effective Time (in each case, other than or held by the Company as treasury stock or any Shares held on behalf Subsidiary of third parties) (the “Cancelled Shares”) Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.

Appears in 3 contracts

Samples: Merger Agreement (Vertro, Inc.), Merger Agreement (Inuvo, Inc.), Merger Agreement (Vertro, Inc.)

Cancellation of Shares. Each Share that is owned directly or indirectly by Parent or Merger Sub or any of their respective Subsidiaries immediately prior to the Effective Time or held directly or indirectly by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time (in each case, other than the Reserved Shares and any other Shares held by such Persons on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any further action on the part of the holder thereofany Person, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirementcancellation.

Appears in 2 contracts

Samples: Merger Agreement (NRG Energy, Inc.), Merger Agreement (GenOn Energy, Inc.)

Cancellation of Shares. Each Share that is owned by Parent or Merger Sub immediately prior to the Effective Time or held directly or indirectly by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time (in each case, other than any other Shares held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.

Appears in 2 contracts

Samples: Merger Agreement (Centex Corp), Merger Agreement (Pulte Homes Inc/Mi/)

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Cancellation of Shares. Each Company Share that is held directly owned by Parent or indirectly by the Company or any direct or indirect wholly-owned Subsidiary of its wholly owned Subsidiaries immediately prior to Parent or the Effective Time (Company and, in each case, other than any Shares not held on behalf of third parties) (the “Cancelled Shares”) , shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.

Appears in 2 contracts

Samples: Merger Agreement (Equifax Inc), Merger Agreement (Talx Corp)

Cancellation of Shares. Each Share that is owned directly or indirectly by Parent or Merger Sub or any of their respective Subsidiaries immediately prior to the Effective Time or held directly or indirectly by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time (in each case, other than the Reserved Shares and any other Shares held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.

Appears in 2 contracts

Samples: Merger Agreement (Mirant Corp), Merger Agreement (Rri Energy Inc)

Cancellation of Shares. Each Company Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by any of the Parent Companies, the Company (in each case, other than any such Company Shares that are held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cotherix Inc), Agreement and Plan of Merger (Actelion US Holding CO)

Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by any of the Parent Companies or owned by the Company or any direct or indirect subsidiary of the Company (other than Shares that are in each case, other than any Shares held case owned on behalf of third parties) (the “Cancelled Shares”) ), shall, by virtue of the Merger and without any action on the part of the holder thereof, (i) cease to be cancelled outstanding, (ii) be canceled and retired without payment of any consideration therefor, and shall (iii) cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.

Appears in 1 contract

Samples: Merger Agreement (Comps Com Inc)

Cancellation of Shares. Each Share that is owned directly or indirectly by Parent or Merger Sub or any of their respective Subsidiaries immediately prior to the Effective Time or held directly or indirectly by the Company (as treasury stock or otherwise) or any of its wholly owned Subsidiaries immediately prior to the Effective Time (in each case, other than any Shares held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.

Appears in 1 contract

Samples: Merger Agreement (KLX Energy Services Holdings, Inc.)

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