Common use of Cancellation of Shares Clause in Contracts

Cancellation of Shares. At the Effective Time, all shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.03, each holder of a certificate formerly representing any such shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 hereof.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc), Merger Agreement (Kindred Healthcare, Inc), Merger Agreement (Edgen Group Inc.)

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Cancellation of Shares. At the Effective Time, all shares of Company Common Stock Shares will no longer be outstanding and all shares of Company Common Stock Shares will be cancelled and retired and will cease to exist, and, subject to Section 2.032.3, each holder of a certificate formerly representing any such shares Shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 2.2 hereof.

Appears in 3 contracts

Samples: Merger Agreement (Southern Hospitality Development Corp.), Merger Agreement (Accredited Members Holding Corp), Merger Agreement (Across America Real Estate Exchange, Inc.)

Cancellation of Shares. At the Effective Time, all shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.038, each holder of a certificate formerly representing any such shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 7 hereof.

Appears in 2 contracts

Samples: Merger Agreement (Sonomawest Holdings Inc), Merger Agreement (Stapleton Acquisition Co)

Cancellation of Shares. At the Effective Time, all shares of Company Common Stock will no longer cease to be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.033.03, each holder of a certificate formerly representing any such shares (each, a “Certificate”) will cease to have any rights with respect thereto, except except, to the extent applicable, the right to receive a portion of the Merger Consideration in accordance with Section 2.02 3.01(d)(b) hereof.

Appears in 2 contracts

Samples: Merger Agreement (Real Goods Solar, Inc.), Merger Agreement (Real Goods Solar, Inc.)

Cancellation of Shares. At the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will no longer be outstanding and all such shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.03, each holder of a certificate formerly representing any such shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metalico Inc)

Cancellation of Shares. At the Effective Time, all the shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will automatically be cancelled and retired and will cease to exist, and, subject . Certificates (it being understood that any reference herein to Section 2.03, each holder of a certificate formerly representing any such shares (each, a “Certificate”certificate” be deemed to include reference to any book-entry account statement relating to the ownership of Company Common Stock) that represented Company Common Stock before the Effective Time will cease be deemed for all purposes to have any rights with respect thereto, except represent only the right to receive receive, upon surrender thereof, the Common Stock Merger Consideration in accordance with Section 2.02 hereofConsideration.

Appears in 1 contract

Samples: Merger Agreement (First Busey Corp /Nv/)

Cancellation of Shares. At the Effective Time, all the shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will automatically be cancelled and retired canceled and will cease to exist, and, subject . Certificates (it being understood that any reference herein to Section 2.03, each holder of a certificate formerly representing any such shares (each, a “Certificate”certificate” shall be deemed to include reference to a book-entry account statement relating to the ownership of Company Common Stock) that represented Company Common Stock before the Effective Time will cease be deemed for all purposes to have any rights with respect thereto, except represent only the right to receive receive, upon surrender thereof, the Merger Consideration merger consideration as set forth in accordance with Section 2.02 hereof2.1(a).

Appears in 1 contract

Samples: Merger Agreement (Guaranty Federal Bancshares Inc)

Cancellation of Shares. At the Effective Time, all shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.03, and each holder of of: (i) a certificate formerly representing any such shares of Company Common Stock (each, a “Certificate”); or (ii) any book-entry shares which immediately prior to the Effective Time represented shares of Company Common Stock (each, a “Book-Entry Share”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 hereof.

Appears in 1 contract

Samples: Merger Agreement (Sykes Enterprises Inc)

Cancellation of Shares. At the Effective Time, all shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.03, and each holder of of: (i) a certificate formerly representing any such shares of Company Common Stock (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration and (B) any cash in accordance with lieu of fractional shares of TENX Stock Consideration payable pursuant to Section 2.02 hereof2.07(e).

Appears in 1 contract

Samples: Merger Agreement (Tenax Therapeutics, Inc.)

Cancellation of Shares. At the Effective Time, all shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.03, and each holder of a certificate formerly representing any such shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 hereof.

Appears in 1 contract

Samples: Merger Agreement (Valpey Fisher Corp)

Cancellation of Shares. At the Effective Time, all shares of Company Common Stock will shall no longer be outstanding and all shares of Company Common Stock will shall automatically be cancelled and retired and will shall cease to exist, andand any certificates (it being understood that any reference herein to a “certificate” shall be deemed to include reference to any book-entry account statement relating to the ownership of Company Common Stock) that represented Company Common Stock immediately prior to the Effective Time shall be deemed for all purposes to represent only the right to receive, upon surrender thereof, the Common Stock Merger Consideration, subject to Section 2.03, each holder the terms of a certificate formerly representing any such shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 hereofthis Agreement.

Appears in 1 contract

Samples: Merger Agreement (Midland States Bancorp, Inc.)

Cancellation of Shares. At the Effective Time, all shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.033.03, each holder of a certificate formerly representing any such shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 3.02 hereof.

Appears in 1 contract

Samples: Merger Agreement (Lca Vision Inc)

Cancellation of Shares. At the Effective Time, all shares of All Company Common Stock Shares will no longer be outstanding and all shares of Company Common Stock Shares will be cancelled and retired and will cease to Table of Contents exist, and, subject to Section 2.03, each holder of a certificate formerly representing any such shares (each, a “Certificate”) or of Book-Entry Shares will cease to have any rights with respect thereto, except (subject to Section 2.01(a)) the right to receive the Merger Consideration in accordance with Section 2.02 hereof2.02.

Appears in 1 contract

Samples: Merger Agreement (STEINER LEISURE LTD)

Cancellation of Shares. At the Effective Time, all shares Shares of Company Common Stock will shall no longer be outstanding and all shares such Shares of Company Common Stock will shall be cancelled and retired and will shall cease to exist, and, subject to Section 2.03, and each holder of a certificate formerly representing any such shares Shares of Company Common Stock (each, a "Certificate") will shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 pursuant to the terms hereof.

Appears in 1 contract

Samples: Merger Agreement (Pioneer Power Solutions, Inc.)

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Cancellation of Shares. At the Effective Time, all shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.032.3, each holder of a certificate formerly representing any such shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 2.2 hereof.

Appears in 1 contract

Samples: Merger Agreement (Golden Enterprises Inc)

Cancellation of Shares. At the Effective Time, all shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.032.1(a), each holder of a certificate formerly representing any such Company Common Stock, all of which are book-entry shares and are uncertificated (each, a “CertificateBook-Entry Share”) will cease to have any rights with respect thereto, except the right to receive only the Merger Consideration in accordance with Section 2.02 hereofConsideration.

Appears in 1 contract

Samples: Merger Agreement (Bridger Aerospace Group Holdings, Inc.)

Cancellation of Shares. At the Effective Time, all shares of Company Common Stock of the Company and all Old Derivative Securities will no longer be outstanding and all shares of Company the Company’s Common Stock and all Old Derivative Securities will be cancelled and retired and will cease to exist, and, subject to Section 2.03, and each holder of a certificate or other document formerly representing any such shares (each, a “Certificate”) of Common Stock of the Company or Old Derivative Securities will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 hereofConsideration, if any.

Appears in 1 contract

Samples: Merger Agreement (Source Financial, Inc.)

Cancellation of Shares. At the Effective Time, all shares of Company Common Stock (including any such shares underlying a Company Restricted Stock Award as set forth in Section 3.10(b)) will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.033.06, each holder of a certificate formerly representing any such shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 3.03 hereof.

Appears in 1 contract

Samples: Merger Agreement (Castle Brands Inc)

Cancellation of Shares. At the Effective Time, all shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.03, each holder of a certificate (or evidence of shares in book-entry form) formerly representing any such shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 3.02 hereof.

Appears in 1 contract

Samples: Merger Agreement (GB Aero Engine Merger Sub Inc.)

Cancellation of Shares. At the Effective Time, all shares Shares of Company Common Stock will no longer Stock, when converted in accordance with Section 2.1(b), shall cease to be outstanding and all shares of Company Common Stock will shall automatically be cancelled canceled and retired and will cease to exist, and, subject to Section 2.03, and each holder of a certificate formerly representing any such shares (each, a “Certificate”) will or book entry Share shall cease to have any rights with respect thereto, except the right to receive receive, in respect of each share of Company Common Stock previously represented thereby, the Merger Consideration Consideration, without interest, to be paid in consideration therefor upon the surrender of such certificate or book entry Share in accordance with Section 2.02 hereof2.4.

Appears in 1 contract

Samples: Merger Agreement (Forestar Group Inc.)

Cancellation of Shares. At the Effective Time, all shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.03, each holder of a certificate (or evidence of shares in book-entry form) formerly representing any such shares (each, a "Certificate") will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 3.02 hereof.

Appears in 1 contract

Samples: Merger Agreement (Edac Technologies Corp)

Cancellation of Shares. At the Effective Time, all shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.03, each holder of a certificate formerly representing any such shares (each, a "Certificate") will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 hereof.

Appears in 1 contract

Samples: Merger Agreement (Gateway Energy Corp/Ne)

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