Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective wholly-owned Subsidiaries shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 10 contracts
Samples: Merger Agreement, Merger Agreement, Merger Agreement (MAP Pharmaceuticals, Inc.)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective wholly-owned Subsidiaries subsidiaries or affiliates shall be cancelled and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 9 contracts
Samples: Merger Agreement (Teradyne, Inc), Merger Agreement (Tb Woods Corp), Agreement and Plan of Merger (Ericsson Lm Telephone Co)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are Each Share held in the treasury of the Company or and each Share owned of record by any Company SubsidiaryMerger Sub, and all Shares owned of record by Parent, the Purchaser Parent or any direct or indirect wholly owned subsidiary of their respective wholly-owned Subsidiaries Parent shall automatically be canceled without any conversion thereof and no payment or distribution shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 7 contracts
Samples: Merger Agreement (Brands Holdings LTD), Merger Agreement (Nuco2 Inc /Fl), Merger Agreement (Horowitz Seth)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser Merger Sub or any of their respective wholly-owned Subsidiaries shall Subsidiaries, will be cancelled and shall will cease to exist, with no payment being made with respect thereto.
Appears in 6 contracts
Samples: Merger Agreement (Thoratec Corp), Merger Agreement (St Jude Medical Inc), Merger Agreement (Schiff Nutrition International, Inc.)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by as treasury stock and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective other wholly-owned Subsidiaries subsidiary of Parent shall automatically be cancelled and retired and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 5 contracts
Samples: Merger Agreement (Openwave Systems Inc), Merger Agreement (Signalsoft Corp), Merger Agreement (Vixel Corp)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company SubsidiaryCompany, and all Shares owned of record by Parent, the Purchaser Merger Sub or any of their respective wholly-wholly owned Subsidiaries shall Subsidiaries, will be cancelled and shall will cease to exist, with no payment being made with respect thereto.
Appears in 5 contracts
Samples: Merger Agreement (Jetblue Airways Corp), Merger Agreement (Jetblue Airways Corp), Merger Agreement (Spirit Airlines, Inc.)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company SubsidiaryCompany, and all Shares owned of record by Parent, the Purchaser Merger Sub or any of their respective wholly-owned Subsidiaries shall Subsidiaries, will be cancelled and shall will cease to exist, with no payment being made with respect thereto.
Appears in 4 contracts
Samples: Merger Agreement (Alaska Air Group, Inc.), Merger Agreement (Alaska Air Group, Inc.), Merger Agreement (Virgin America Inc.)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of Each Share owned by the Company or as treasury stock and each Share owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any other wholly owned Subsidiary of their respective wholly-Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned Subsidiaries by third parties) shall be cancelled and retired and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 4 contracts
Samples: Merger Agreement (Eagle Merger Corp), Merger Agreement (Softworks Inc), Merger Agreement (Softworks Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are Each Company Share held in by the treasury Company or any Subsidiary of the Company or owned by Parent or any Subsidiary of record by any Company SubsidiaryParent immediately prior to the Effective Time shall be canceled, and all Shares owned of record by Parent, the Purchaser or any of their respective wholly-owned Subsidiaries no payment shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 4 contracts
Samples: Merger Agreement (Illumina Inc), Merger Agreement (Solexa, Inc.), Merger Agreement (Applied Molecular Evolution Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are owned by or held in the treasury of the Company or owned of record by any Company SubsidiaryCompany, and all Shares owned of record by Parent, the Purchaser Parent or any of their respective direct or indirect wholly-owned Subsidiaries of Parent (including the Purchaser) or the Company, shall be automatically cancelled and shall cease to exist, with no payment being made with respect theretoin exchange therefor.
Appears in 4 contracts
Samples: Merger Agreement (Aerohive Networks, Inc), Merger Agreement (Extreme Networks Inc), Merger Agreement (GigPeak, Inc.)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in owned directly or indirectly by the Company as treasury stock or by any wholly owned subsidiary of the Company or owned of record by and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser Sub or any other wholly owned subsidiary of their respective wholly-owned Subsidiaries Parent shall be cancelled canceled, and no consideration shall cease to exist, with no payment being made with respect theretobe delivered in exchange therefor.
Appears in 4 contracts
Samples: Merger Agreement (Crystal Gas Storage Inc), Merger Agreement (Emersub Lxxiv Inc), Merger Agreement (Daniel Industries Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any of the Subsidiaries of the Company (each a “Company Subsidiary” and collectively, the “Company Subsidiaries”), and all Shares owned of record by Parent, the Purchaser Merger Sub or any of their respective wholly-owned Subsidiaries shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 4 contracts
Samples: Merger Agreement, Merger Agreement (Avis Budget Group, Inc.), Merger Agreement (Zipcar Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company SubsidiaryCompany, and all Shares owned of record by Parent, the Purchaser Parent or any of their respective its direct or indirect wholly-owned Subsidiaries Subsidiaries, including the Purchaser, shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Red Cat Holdings, Inc.), Merger Agreement (Red Cat Holdings, Inc.), Merger Agreement (Interclick, Inc.)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by as treasury stock and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective other wholly-owned Subsidiaries Subsidiary of Parent shall be cancelled and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 3 contracts
Samples: Merger Agreement (Cendant Corp), Merger Agreement (Orbitz Inc), Merger Agreement (Cendant Corp)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by as treasury stock and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any other wholly owned Subsidiary (as defined in Section 8.4 hereof) of their respective wholly-owned Subsidiaries Parent shall be cancelled canceled and retired and shall cease to exist, with exist and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 3 contracts
Samples: Merger Agreement (L 3 Communications Corp), Merger Agreement (Aydin Corp), Merger Agreement (Aydin Corp)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company SubsidiaryCompany, and all Shares owned of record by Parent, the Purchaser Parent or any of their respective its direct or indirect wholly-owned Subsidiaries Subsidiaries, including the Purchaser, shall be automatically cancelled and shall cease to exist, with no payment being made with respect theretoin exchange therefor.
Appears in 3 contracts
Samples: Merger Agreement (Emulex Corp /De/), Merger Agreement (PLX Technology Inc), Merger Agreement (Integrated Device Technology Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective wholly-owned Subsidiaries shall be cancelled and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 3 contracts
Samples: Merger Agreement (Covad Communications Group Inc), Merger Agreement (Hewlett Packard Co), Merger Agreement (Opsware Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by as treasury stock and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any other wholly owned Subsidiary (as defined in Section 3.1 hereof) of their respective wholly-owned Subsidiaries Parent shall be cancelled and retired and shall cease to exist, with exist and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 3 contracts
Samples: Merger Agreement (American Studios Inc), Merger Agreement (Pca International Inc), Merger Agreement (American Studios Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are Each Share held in the treasury of the Company or and each Share owned of record by any Company SubsidiaryMerger Sub, and all Shares owned of record by Parent, the Purchaser Parent or any direct or indirect wholly owned subsidiary of their respective wholly-owned Subsidiaries Parent or of the Company immediately prior to the Effective Time shall automatically be canceled without any conversion thereof and no payment or distribution shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 3 contracts
Samples: Merger Agreement (Bright Horizons Family Solutions Inc), Merger Agreement (Huizenga H Wayne), Merger Agreement (Boca Resorts Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by as treasury stock and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser Merger Sub or any of their respective other direct or indirect wholly-owned Subsidiaries Subsidiary of Parent shall be cancelled and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 3 contracts
Samples: Merger Agreement (Advance America, Cash Advance Centers, Inc.), Merger Agreement (Odyssey Healthcare Inc), Merger Agreement (Gentiva Health Services Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company SubsidiarySubsidiary that is directly or indirectly wholly-owned by the Company, and all Shares owned of record by Parent, the Purchaser Merger Sub or any of their respective direct or indirect wholly-owned Subsidiaries shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 3 contracts
Samples: Merger Agreement (Callidus Software Inc), Merger Agreement (Concur Technologies Inc), Merger Agreement (Concur Technologies Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective wholly-owned Subsidiaries direct or indirect Subsidiaries, including pursuant to the Top Up Option, shall automatically be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Quest Diagnostics Inc), Merger Agreement (Celera CORP)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares ----------------------------------------------------- that are held in the treasury of owned by the Company or owned of record by as treasury stock and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective other wholly-owned Subsidiaries Subsidiary of Parent shall be cancelled and retired and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sage Group PLC), Merger Agreement (Cendant Corp), Merger Agreement (Cheap Tickets Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company SubsidiaryCompany, and all Shares owned of record by Parent, the Purchaser Merger Sub or any of their respective wholly-owned Subsidiaries shall of the Company, Parent or Merger Sub, will be cancelled and shall will cease to exist, with no payment being made with respect thereto.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Jacobs Engineering Group Inc /De/), Merger Agreement (Ch2m Hill Companies LTD)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are Each Share held in the treasury of the Company or and each Share owned of record by any Company SubsidiaryMerger Sub, and all Shares owned of record by Parent, the Purchaser Parent or any direct or indirect wholly owned subsidiary of their respective wholly-owned Subsidiaries Parent or the Company immediately prior to the Effective Time shall automatically be canceled without any conversion thereof and no payment or distribution shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (Geo Group Inc), Merger Agreement (Correctional Services Corp)
Cancellation of Treasury Stock and Parent-Owned Stock. All ----------------------------------------------------- Shares that are held in the treasury of owned by the Company or owned of record by as treasury stock and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any other wholly owned Subsidiary of their respective wholly-owned Subsidiaries Parent shall be cancelled and retired and shall cease to exist, with exist and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (Hain Food Group Inc), Merger Agreement (Hain Food Group Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in owned by the treasury of the Company Company, Parent or owned of record by Purchaser (but not any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective wholly-owned Subsidiaries (for the absence of doubt, other than Purchaser itself or the Company itself), which Shares, if any, shall be converted into such number of shares of common stock of the Surviving Corporation so as to maintain relative ownership percentages) shall be cancelled and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (Patient Safety Technologies, Inc), Merger Agreement (Volcom Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares shares of Company Stock (as defined below) that are held in the treasury of owned by the Company or as treasury stock and any shares of Company Stock owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser Sub or any other wholly owned Subsidiary (as defined in Section 3.1 below) of their respective wholly-owned Subsidiaries Parent shall be cancelled canceled and retired and shall cease to exist, with exist and no payment being made with respect theretostock of Parent or other consideration shall be delivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (21st Century Telecom Group Inc), Merger Agreement (RCN Corp /De/)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by as treasury stock and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser Acquisition Sub or any of their respective other wholly-owned Subsidiaries Subsidiary of Parent shall be cancelled and retired and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (Scientific Games Corp), Merger Agreement (Mdi Entertainment Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares Each Share that are is held in the treasury of by the Company as treasury stock, or owned of record by any Company Subsidiary, and all Shares owned of record by Parentthe Company, the Purchaser Company Subsidiaries, Parent or any of their respective wholly-owned Subsidiaries Sub shall no longer be cancelled outstanding and shall automatically be canceled and retired and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (CFC International Inc), Merger Agreement (Illinois Tool Works Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by as treasury stock and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any other wholly owned Subsidiary of their respective wholly-owned Subsidiaries Parent shall be cancelled canceled and retired and shall cease to exist, with exist and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (American Medserve Corp), Merger Agreement (Omnicare Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by as treasury stock and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective other direct or indirect wholly-owned Subsidiaries Subsidiary of Parent shall be cancelled and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (Koch Industries Inc), Merger Agreement (Georgia Pacific Corp)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company Subsidiary, and all Shares owned of record by Guarantor, Parent, the Purchaser Merger Sub or any of their respective wholly-wholly owned Subsidiaries shall be cancelled and shall cease to exist, with no payment being made with respect theretoto such Shares.
Appears in 2 contracts
Samples: Merger Agreement (Salix Pharmaceuticals LTD), Merger Agreement (Valeant Pharmaceuticals International, Inc.)
Cancellation of Treasury Stock and Parent-Owned Stock. All Common Shares that are held in the treasury of the Company or owned of record by any Company Subsidiary, and all Common Shares owned of record by Parent, the Purchaser or any of their respective wholly-owned Subsidiaries shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dreams Inc), Merger Agreement (Dreams Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective wholly-owned Subsidiaries subsidiaries shall be cancelled and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (World Air Holdings, Inc.), Merger Agreement (Global Aero Logistics Inc.)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares Each Share that are held in is owned by the treasury Company or by any wholly-owned Subsidiary of the Company or and each Share that is owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective other wholly-owned Subsidiaries Subsidiary of Parent shall automatically be cancelled canceled and retired and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (Ocean Energy Inc /Tx/), Merger Agreement (Texoil Inc /Nv/)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company Subsidiary, Subsidiary and all Shares owned of record by Parent, the Purchaser Merger Sub or any of their respective wholly-owned Subsidiaries shall be cancelled immediately prior to the Effective Time and shall cease to exist, with no payment being made with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (Agl Resources Inc), Merger Agreement (Nicor Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company Subsidiary, Subsidiary and all Shares owned of record by Parent, the Purchaser Merger Sub or any of their respective wholly-owned Subsidiaries shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (Micronetics Inc), Merger Agreement (Mercury Computer Systems Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company SubsidiarySubsidiary that is directly or indirectly wholly-owned by the Company, and all Shares owned of record by Parent, the Purchaser or any of their respective direct or indirect wholly-owned Subsidiaries shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (SuccessFactors, Inc.), Merger Agreement (Sybase Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by as treasury stock and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any other wholly owned Subsidiary of their respective wholly-owned Subsidiaries Parent shall be cancelled and retired and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (Cypress Communications Inc), Merger Agreement (U S Realtel Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company SubsidiaryCompany, and all Shares owned of record by Parent, the Purchaser Parent or any of their respective wholly-its direct or indirect wholly owned Subsidiaries Subsidiaries, including the Purchaser, shall be automatically cancelled and shall cease to exist, with without any conversion thereof and no payment being made with respect theretoin exchange therefor (other than Shares owned by wholly owned Subsidiaries of the Company, each of which shall remain outstanding and be converted into one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation).
Appears in 2 contracts
Samples: Merger Agreement (Corning Inc /Ny), Merger Agreement (Alliance Fiber Optic Products Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective wholly-owned Subsidiaries immediately prior to the Effective Time shall be cancelled and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (Cougar Biotechnology, Inc.), Merger Agreement (Johnson & Johnson)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares Each Share that are is held in the treasury of by the Company as treasury stock, or owned of record by any Company Subsidiary, and all Shares owned of record by Parentthe Company, the Purchaser Company Subsidiaries, Parent Sub, or any other Subsidiary of their respective wholly-owned Subsidiaries Parent shall no longer be cancelled outstanding and shall automatically be canceled and retired and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (Illinois Tool Works Inc), Merger Agreement (Click Commerce Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or as treasury stock and any Shares and shares of Series 2 Preferred Stock owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective other wholly-owned Subsidiaries Subsidiary of Parent or the Purchaser shall be cancelled and retired and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser Merger Sub or any of their respective wholly-wholly owned Subsidiaries shall be cancelled and shall cease to exist, with no payment being made with respect thereto.to such Shares. Table of Contents
Appears in 1 contract
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares Each Share that are held in the treasury of is owned by the Company or owned of record by any Company Subsidiary(as treasury stock), and all Shares owned of record by Parent, the Purchaser Parent or any Subsidiary of their respective wholly-owned Subsidiaries Parent (including Merger Sub) immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, with exist and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 1 contract
Samples: Merger Agreement (Summa Industries/)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are Each Share held in the treasury of the Company or and each Share owned of record by any Company SubsidiaryMerger Sub, and all Shares owned of record by Parent, the Purchaser Parent or any direct or indirect wholly owned subsidiary of their respective wholly-Parent immediately prior to the Effective Time and not owned Subsidiaries on behalf of a third person shall automatically be canceled without any conversion thereof and no payment or distribution shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 1 contract
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are Each share of Company Stock held in the treasury of the Company and each share of Company Stock owned or owned of record held, directly or indirectly, by any the Company Subsidiary, and all Shares owned of record by or its Subsidiaries or Parent, Merger Sub or their respective Subsidiaries, in each case, immediately prior to the Purchaser Effective Time, shall be canceled and retired without any conversion thereof and no payment of cash or any of their respective wholly-owned Subsidiaries other distribution or consideration shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 1 contract
Samples: Merger Agreement (Fastentech Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares Each Share that are held in the treasury of is owned by the Company or any subsidiary and each Share that is owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser Parent or any of their respective wholly-owned Subsidiaries subsidiary or Sub shall be cancelled canceled and retired and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company as treasury stock and any Shares or other capital stock owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any other wholly owned Subsidiary (as defined in Section 3.1) of their respective wholly-owned Subsidiaries Parent shall be cancelled and retired and shall cease to exist, with exist and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any the Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective wholly-owned Subsidiaries shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Microfluidics International Corp)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or and any of their respective wholly-owned Subsidiaries shall be cancelled and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 1 contract
Samples: Merger Agreement (Presstek Inc /De/)
Cancellation of Treasury Stock and Parent-Owned Stock. All issued and outstanding Shares that are held in the treasury that, as of the Effective Time, are owned by the Company as treasury stock or owned of record by any Company Subsidiary, and all Shares owned of record by Parent, LLC, the Purchaser Sub or any other wholly owned Subsidiary of their respective wholly-owned Subsidiaries Parent or LLC shall be cancelled canceled and retired and shall cease to exist, with exist and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock and Parent-Owned Stock. All Company Shares that are (i) held in the treasury of by the Company as treasury shares or (ii) owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser Parent or any of their respective wholly-owned Subsidiaries its Subsidiaries, in each case immediately prior to the Effective Time, shall be cancelled and retired and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 1 contract
Samples: Merger Agreement (DST Systems Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser Parent or any of their respective its direct or indirect wholly-owned Subsidiaries Subsidiaries, including the Purchaser, shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 1 contract
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company as treasury stock or owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective wholly-owned Subsidiaries otherwise shall be cancelled and retired and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
Appears in 1 contract
Samples: Merger Agreement (Cypress Communications Holding Co Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company SubsidiaryCompany, and all Shares owned of record by Parent, the Purchaser Parent or any of their respective its direct or indirect wholly-owned Subsidiaries Subsidiaries, including the Purchaser (including the Contributed Shares), shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
Appears in 1 contract
Cancellation of Treasury Stock and Parent-Owned Stock. All Any Shares that are held in owned by the Company as treasury stock or owned by any direct or indirect wholly-owned Subsidiary of the Company or owned of record by any Company Subsidiaryimmediately prior to the Effective Time, and all any Shares owned of record by Parent, the Purchaser or any of their respective other direct or indirect wholly-owned Subsidiaries Subsidiary of Parent immediately prior to the Effective Time, shall be cancelled automatically canceled and shall cease to exist, with exist and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
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Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company as treasury stock and any Shares or other capital stock owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any other wholly owned Subsidiary of their respective wholly-owned Subsidiaries Parent shall be cancelled canceled and retired and shall cease to exist, with exist and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
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Samples: Master Agreement (Toy Biz Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company SubsidiaryCompany, and all Shares owned of record by Parent, the Purchaser Merger Sub One or any of their respective wholly-wholly owned Subsidiaries of the Company, Parent or Merger Sub One, shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
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Samples: Merger Agreement (Office Depot Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are Each share of Company Stock held in the treasury of the Company and each share of Company Stock owned or owned of record held, directly or indirectly, by any the Company Subsidiary, and all Shares owned of record by or its Subsidiaries or Parent, Merger Sub or their respective Subsidiaries, in each case immediately prior to the Purchaser Effective Time, shall be canceled and retired without any conversion thereof and no payment of cash or any of their respective wholly-owned Subsidiaries other distribution shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
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Samples: Merger Agreement (Airxcel Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser Merger Sub or any of their respective wholly-owned Subsidiaries shall be cancelled and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
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Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company SubsidiaryCompany, and all Shares owned of record by Parent, the Purchaser Parent or any of their respective its direct or indirect wholly-owned Subsidiaries Subsidiaries, including the Purchaser, shall be automatically cancelled and shall cease to exist, with no payment being made with respect theretoin exchange therefor (other than Shares owned by wholly-owned Subsidiaries of the Company, each of which shall remain outstanding and be converted into one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation).
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Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company Subsidiary, and all Shares owned of record by ParentXxxxxx, the Purchaser Merger Sub or any of their respective wholly-owned Subsidiaries shall Subsidiaries, will be cancelled and shall will cease to exist, with no payment being made with respect thereto.
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Samples: Merger Agreement
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are Each Share held in the treasury of the Company and each Share owned directly or owned of record indirectly by any Company SubsidiaryMerger Sub, and all Shares owned of record by Parent, the Purchaser Parent or any of their respective wholly-owned Subsidiaries subsidiary or affiliated entity thereof, immediately prior to the Effective Time shall automatically be canceled without any conversion thereof and no payment or consideration shall be cancelled and shall cease to exist, with no payment being made with respect theretodelivered in exchange therefor.
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Cancellation of Treasury Stock and Parent-Owned Stock. All Shares Each Share that are is owned by the Company or any wholly owned subsidiary of the Company (or held in the treasury of the Company Company's treasury) and each Share that is owned by Parent or owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser Sub or any of their respective wholly-owned Subsidiaries subsidiaries shall be cancelled canceled and retired and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
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Samples: Merger Agreement (Syntellect Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares shares of Company Stock that are held in the treasury of owned by the Company or as treasury stock and any shares of Company Stock owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser Sub or any other wholly owned subsidiary of their respective wholly-owned Subsidiaries Parent shall be cancelled canceled and retired and shall cease to exist, with and no payment being made with respect theretostock of Parent or other consideration shall be delivered in exchange therefor.
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Samples: Merger Agreement (Spectrx Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company SubsidiarySubsidiary that is directly or indirectly wholly-owned by the Company, and all Shares owned of record by Parent, the Purchaser Merger Sub or any of their respective wholly-direct or indirect wholly owned Subsidiaries shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
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Samples: Merger Agreement (Ariba Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that (i) are held in the treasury of the Company Company, (ii) are the subject of, and irrevocably accepted for purchase pursuant to, the Offer, or (iii) at the commencement of the Offer are owned of record by any wholly owned Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any direct or indirect wholly owned Subsidiary of their respective wholly-owned Subsidiaries Parent (including Purchaser) shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
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Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser Merger Sub or any of their respective wholly-owned Subsidiaries shall will be cancelled and shall will cease to exist, with no payment being made with respect thereto.
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Samples: Merger Agreement (Peco Ii Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are Each Share held in the treasury of the Company or and each Share owned of record by any Company SubsidiaryMerger Sub, and all Shares owned of record by ParentIntermediate Sub, the Purchaser Parent or any direct or indirect wholly owned subsidiary of their respective wholly-owned Subsidiaries Parent shall automatically be canceled without any conversion thereof and no payment or distribution shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
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Samples: Merger Agreement (Swank, Inc.)
Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company or owned of record by any Company SubsidiaryCompany, and all Shares owned of record by ParentXxxxxx, the Purchaser Merger Sub or any of their respective wholly-wholly owned Subsidiaries shall Subsidiaries, will be cancelled and shall will cease to exist, with no payment being made with respect thereto.
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Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of owned by the Company or owned of record by as treasury stock and any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser Merger Sub or any of their respective other wholly-owned Subsidiaries Subsidiary of Parent shall be cancelled and retired and shall cease to exist, with and no payment being made with respect theretoconsideration shall be delivered in exchange therefor.
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