Common use of Cancellation of Treasury Shares and Parent-Owned Shares Clause in Contracts

Cancellation of Treasury Shares and Parent-Owned Shares. Each ------------------------------------------------------- Share issued and outstanding immediately prior to the Effective Time that is owned by Company or any Subsidiary (as hereinafter defined) of Company or by Parent, Merger Sub or any other Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 4 contracts

Samples: Merger Agreement (Cayenne Software Inc), Merger Agreement (Sterling Software Inc), Merger Agreement (Sterling Software Inc)

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Cancellation of Treasury Shares and Parent-Owned Shares. Each ------------------------------------------------------- Share issued and outstanding immediately prior to the Effective Time that is owned by the Company or any Subsidiary (as hereinafter defined) of the Company or by Parent, Merger Sub Purchaser or any other Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Niner Acquistion Inc), Merger Agreement (Ea Engineering Acquisition Corp), Merger Agreement (Nielsen Media Research Inc)

Cancellation of Treasury Shares and Parent-Owned Shares. Each ------------------------------------------------------- Share issued and outstanding immediately prior to the Effective Time that is owned by Company or any Subsidiary (as hereinafter defineddefined in Section 9.3) of Company or by Parent, Merger Sub Purchaser or any other Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 2 contracts

Samples: Merger Agreement (Interlink Computer Sciences Inc), Merger Agreement (Sterling Software Inc)

Cancellation of Treasury Shares and Parent-Owned Shares. Each ------------------------------------------------------- Share issued and outstanding immediately prior to the Effective Time that is owned by Company or any Subsidiary (as hereinafter defined) of Company or by Parent, Merger Sub or any other Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 2 contracts

Samples: Merger Agreement (Impac Medical Systems Inc), Merger Agreement (Elekta AB)

Cancellation of Treasury Shares and Parent-Owned Shares. Each ------------------------------------------------------- Share share of Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Company, any subsidiary of Company or any Subsidiary (as hereinafter defined) otherwise held in the treasury of Company Company, or by Parent, Merger Sub or any other Subsidiary subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 2 contracts

Samples: Merger Agreement (Associated Materials Inc), Merger Agreement (AMH Holdings, Inc.)

Cancellation of Treasury Shares and Parent-Owned Shares. Each ------------------------------------------------------- Share share of common stock, par value $.01 per share (the "Shares"), of the Company issued and outstanding immediately prior to the Effective Time that is owned by Company or any Subsidiary (as hereinafter defined) of the Company or by Parent, Merger Sub or any other Subsidiary (as defined in Section 9.3 hereof) of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Merger Agreement (Chartwell Leisure Inc)

Cancellation of Treasury Shares and Parent-Owned Shares. Each ------------------------------------------------------- Share issued and outstanding immediately prior to the Effective Time that is owned by Company or any Subsidiary (as hereinafter defineddefined in Section 9.3(k)) of Company or by Parent, Merger Sub or any other Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Merger Agreement (Level 8 Systems Inc)

Cancellation of Treasury Shares and Parent-Owned Shares. Each ------------------------------------------------------- Share issued and outstanding immediately prior to the Effective Time that is owned by Company or any Subsidiary (as hereinafter defined) of the Company or by Parent, Merger Sub Purchaser or any other Subsidiary subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Merger Agreement (Atpos Com Inc)

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Cancellation of Treasury Shares and Parent-Owned Shares. Each Share ------------------------------------------------------- Share issued and outstanding immediately prior to the Effective Time that is owned by Company or any Subsidiary (as hereinafter defined) of Company or by Parent, Merger Sub Purchaser or any other Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Penney J C Co Inc)

Cancellation of Treasury Shares and Parent-Owned Shares. Each ------------------------------------------------------- Share issued and outstanding immediately prior to the Effective Time that is owned by Company or any Subsidiary (as hereinafter defineddefined in Section 9.3(k)) of Company or by Parent, Merger Sub or any other Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Merger Agreement (Template Software Inc)

Cancellation of Treasury Shares and Parent-Owned Shares. Each ------------------------------------------------------- Share issued and outstanding immediately prior to the Effective Time that is owned by Company or any Subsidiary (as hereinafter defined) of Company or by Parent, Merger Sub or any other Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Merger Agreement (Xcellenet Inc /Ga/)

Cancellation of Treasury Shares and Parent-Owned Shares. Each ------------------------------------------------------- At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities, each Company Share issued held by the Company as treasury stock or held directly by Parent or Merger Sub, or any other direct or indirect wholly owned subsidiary of Parent or the Company, and outstanding in each case not held on behalf of Third Parties, in each case, immediately prior to the Effective Time that is owned by Company or any Subsidiary (as hereinafter defined) of Company or by ParentTime, Merger Sub or any other Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled and retired cancelled and shall cease to exist, and no cash consideration or other consideration payment shall be delivered or deliverable in exchange therefortherefor or in respect thereof.

Appears in 1 contract

Samples: Merger Agreement (Fibrocell Science, Inc.)

Cancellation of Treasury Shares and Parent-Owned Shares. Each ------------------------------------------------------- Share issued and outstanding immediately prior to the Effective Time that is owned by Company or any Subsidiary (as hereinafter defineddefined in Section 9.3(q)) of Company or by Parent, Merger Sub or any other Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Merger Agreement (Level 8 Systems Inc)

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