Cancellation of Shares. At the Effective Time, each share of Company Common Stock either owned by the Company as treasury stock or owned by Parent or any direct or indirect wholly owned Subsidiary (as defined in Section 2.2(e)) of Parent or the Company immediately prior to the Effective Time (collectively, “Excluded Shares”), shall be canceled and extinguished without any conversion thereof or payment therefor.
Appears in 3 contracts
Samples: Merger Agreement (Eyetech Pharmaceuticals Inc), Merger Agreement (Xenogen Corp), Agreement and Plan of Merger (Xenogen Corp)
Cancellation of Shares. At the Effective Time, each share of Company Common Stock either owned by the Company as treasury stock or owned by Parent or any direct or indirect wholly owned Subsidiary of Company or Parent (as defined in Section 2.2(e)Sections 3.1 and 4.1 respectively) of Parent or the Company immediately prior to the Effective Time (collectively, “Excluded Shares”), shall be canceled and extinguished without any conversion thereof or payment therefor.
Appears in 2 contracts
Samples: Merger Agreement (Regeneration Technologies Inc), Merger Agreement (Tutogen Medical Inc)
Cancellation of Shares. At the Effective Time, each share of Company Each Common Stock either Share owned by the Company as a treasury stock or share and each Common Share owned directly by Parent or any direct or indirect wholly owned Subsidiary (of the Company, in each case as defined in Section 2.2(e)) of Parent or the Company immediately prior to the Effective Time (collectively, each an “Excluded SharesShare”), shall will be canceled cancelled, be no longer outstanding, and extinguished without any conversion thereof or payment will automatically cease to exist, and no consideration will be delivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (Urovant Sciences Ltd.), Merger Agreement (Sumitomo Chemical Co., Ltd.)
Cancellation of Shares. At the Effective Time, each share of Company Common Capital Stock either owned by held in the Company as Company’s treasury stock or owned by Parent or any direct or indirect wholly owned Subsidiary (as defined in Section 2.2(e2.2(f)) of Parent or the Company Company, in each case, immediately prior to the Effective Time (collectivelyTime, “Excluded Shares”)if any, shall be canceled and extinguished without any conversion thereof or payment therefor.
Appears in 2 contracts
Samples: Merger Agreement (Document Security Systems Inc), Merger Agreement (Vringo Inc)
Cancellation of Shares. At the Effective Time, each share of Company Common Stock either owned by held in the Company as Company's treasury stock or owned by Parent or any direct or indirect wholly owned Subsidiary (as defined in Section 2.2(e)) of Parent or the Company immediately prior to the Effective Time (collectively, “Excluded Shares”)Time, shall be canceled and extinguished without any conversion thereof or payment therefor.
Appears in 2 contracts
Samples: Merger Agreement (Connectiv Corp), Merger Agreement (Connectiv Corp)
Cancellation of Shares. At the Effective Time, each Each share of Company Common Stock either owned by the Company as treasury stock or owned by Parent or any direct or indirect wholly owned Subsidiary (as defined in Section 2.2(e)) of Parent or the Company issued and outstanding immediately prior to the Effective Time and owned by any of the Parent Companies, the Company or any direct or indirect Subsidiary of the Company (collectivelyin each case, “Excluded Shares”)other than such shares of Common Stock that are held on behalf of third parties) shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled cancelled and extinguished retired without payment of any conversion thereof or payment thereforconsideration therefor and shall cease to exist.
Appears in 2 contracts
Samples: Merger Agreement (Merck & Co Inc), Merger Agreement (Sirna Therapeutics Inc)
Cancellation of Shares. At the Effective Time, each share of Company Common Stock either owned by the Company as treasury stock or owned by Parent or any direct or indirect wholly owned Subsidiary (as defined in Section 2.2(e)) of Parent or the Company immediately prior to the Effective Time (collectively, “Excluded Shares”), shall be canceled and extinguished without any conversion thereof or payment therefor.
Appears in 2 contracts
Samples: Merger Agreement (Vaxgen Inc), Merger Agreement (Oxigene Inc)
Cancellation of Shares. At the Effective Time, each share of Company Common Stock either owned by the Company as treasury stock or owned by Parent or any direct or indirect wholly owned Subsidiary (as defined in Section 2.2(e)) of Parent or the Company immediately prior to the Effective Time (collectively, “"Excluded Shares”"), shall be canceled and extinguished without any conversion thereof or payment therefor.
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Cancellation of Shares. At Immediately prior to the Effective Time, Time each share of Company Common Stock either owned by held in the Company as Company's treasury stock or owned by Parent or any direct or indirect wholly owned Subsidiary (as defined in Section 2.2(e)) of Parent or the Company immediately prior to the Effective Time (collectively, “Excluded Shares”)Time, shall be canceled and extinguished without any conversion thereof or payment therefor.
Appears in 1 contract
Cancellation of Shares. At the Effective Time, each share of Company Common Stock either owned by the Company as treasury stock or owned by Parent or any direct or indirect wholly owned Subsidiary (as defined in Section 2.2(e)) of Parent or the Company immediately prior to the Effective Time (collectively, “Excluded Shares”), shall be canceled and extinguished without any conversion thereof or payment therefor.
Appears in 1 contract
Samples: Merger Agreement (Digene Corp)
Cancellation of Shares. At the Effective Time, Time each share of Company Common Stock either owned by the Company as treasury stock or owned by Parent or any direct or indirect wholly owned Subsidiary (as defined in Section 2.2(e)) of Parent or the Company immediately prior to the Effective Time (collectively, “Excluded Shares”), shall be canceled and extinguished without any conversion thereof or payment therefor.
Appears in 1 contract
Samples: Merger Agreement (eGENE, INC.)
Cancellation of Shares. At the Effective Time, each Each share of Company Common Stock or Series A Convertible Preferred Stock, if any, either owned by the Company as treasury stock or (i) owned by Parent or any direct of its Subsidiaries, (ii) held in the Company treasury or indirect wholly (iii) owned by any wholly-owned Subsidiary (as defined in Section 2.2(e)) of Parent or the Company immediately prior to the Effective Time (collectively, “Excluded Shares”), shall be canceled and extinguished without any conversion thereof retired and shall cease to exist and no Merger Consideration or payment other consideration shall be delivered in exchange therefor.
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Cancellation of Shares. At Immediately prior to the Effective Time, each share of Company Common Stock either owned by held in the Company as Company’s treasury stock or owned by Parent or any direct or indirect wholly owned Subsidiary (as defined in Section 2.2(e)) of Parent or the Company immediately prior to the Effective Time (collectively, “Excluded Shares”)Company, shall be canceled and extinguished without any conversion thereof or payment therefor.
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