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

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held by the Company or any Subsidiary of the Company or owned by Parent or any Subsidiary of Parent immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Illumina Inc), Agreement and Plan of Merger (Solexa, Inc.), Agreement and Plan of Merger (Lilly Eli & Co)

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Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held All Shares that are owned directly or indirectly by the Company as treasury stock or by any Subsidiary wholly owned subsidiary of the Company or and any Shares owned by Parent Parent, Sub or any Subsidiary other wholly owned subsidiary of Parent immediately prior to the Effective Time shall be canceled, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Daniel Industries Inc), Agreement and Plan (Emersub Lxxiv Inc), Agreement and Plan of Merger (Crystal Gas Storage Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held owned by the Company as treasury stock and each Share owned by Parent, Purchaser or any Subsidiary of the Company or other wholly owned by Parent or any Subsidiary of Parent immediately prior to (other than shares in trust accounts, managed accounts, custodial accounts and the Effective Time like that are beneficially owned by third parties) shall be canceledcancelled and retired and shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Softworks Inc), Agreement and Plan of Merger (Softworks Inc), Agreement and Plan of Merger (Eagle Merger Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held All Shares that are owned by the Company as treasury stock and any Shares owned by Parent, Merger Sub or any Subsidiary of the Company other direct or indirect wholly-owned by Parent or any Subsidiary of Parent immediately prior to the Effective Time shall be canceledcancelled and shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Advance America, Cash Advance Centers, Inc.), Agreement and Plan of Merger (Gentiva Health Services Inc), Agreement and Plan of Merger (Odyssey Healthcare Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held All Shares that are owned by the Company as treasury stock and any Shares owned by Parent, Purchaser or any Subsidiary of the Company or other wholly-owned by Parent or any Subsidiary of Parent immediately prior to the Effective Time shall be canceledcancelled and shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Orbitz Inc), Agreement and Plan of Merger (Cendant Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held that is owned by the Company or any Subsidiary of the Company or and each Share that is owned by Parent or any Subsidiary of Parent immediately prior Sub shall automatically be canceled and retired and shall cease to the Effective Time shall be canceledexist, and no payment consideration shall be made with respect theretodelivered in exchange therefor. Each Share that is owned by any direct or indirect wholly-owned subsidiary of Parent (other than Sub) or the Company shall remain outstanding without change.

Appears in 3 contracts

Samples: Confidentiality Agreement (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Femrx Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of the Common Stock of the Company Share held that is owned by the Company or any Subsidiary of the Company or and each Share that is owned by Parent or any Subsidiary other direct or indirect wholly owned subsidiary of Parent immediately prior shall automatically be canceled and retired and shall cease to the Effective Time shall be canceledexist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ewok Acquisition Corp), Agreement and Plan of Merger (Endogen Inc), Agreement and Plan of Merger (Endogen Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held All Shares that are owned by the Company as treasury stock and any Shares owned by Parent, the Purchaser or any other wholly owned Subsidiary of the Company or owned by Parent or any Subsidiary (as defined in Section 8.4 hereof) of Parent immediately prior to the Effective Time shall be canceled, canceled and retired and shall cease to exist and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Aydin Corp), Agreement and Plan of Merger (Aydin Corp), Agreement and Plan of Merger (L 3 Communications Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held and Class B Share that is owned by the Company or by any Subsidiary subsidiary of the Company or and each Share and Class B Share that is owned by Parent Parent, Sub or any Subsidiary other subsidiary of Parent immediately prior shall automatically be canceled and retired and shall cease to the Effective Time shall be canceledexist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Graphic Industries Inc), Agreement and Plan of Merger (Wallace Computer Services Inc), Agreement and Plan of Merger (Wallace Computer Services Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held that is owned by the Company or by any Subsidiary subsidiary of the Company or and each Share that is owned by Parent Parent, Sub or any Subsidiary other subsidiary of Parent immediately prior shall automatically be canceled and retired and shall cease to the Effective Time shall be canceledexist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Circon Corp), Agreement and Plan of Merger (Maxxim Medical Inc), Compuware Corporation

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held All Shares that are owned by the Company as treasury stock and any Shares owned by Parent, the Purchaser or any other wholly owned Subsidiary of the Company or owned by Parent or any Subsidiary (as defined in Section 3.1 hereof) of Parent immediately prior to the Effective Time shall be canceled, cancelled and retired and shall cease to exist and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (American Studios Inc), Agreement and Plan of Merger (Pca International Inc), Agreement and Plan of Merger (American Studios Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held All Shares that are owned by the Company as treasury stock and any Shares owned by Parent, Acquisition Sub or any Subsidiary of the Company or other wholly-owned by Parent or any Subsidiary of Parent immediately prior to the Effective Time shall be canceledcancelled and retired and shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (Mdi Entertainment Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Any shares of Company Share held Capital Stock that are owned by the Company as treasury stock, any shares of Company Capital Stock that are owned by any direct or any Subsidiary indirect subsidiary of the Company, and any shares of Company or Capital Stock that are owned by Parent or Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent immediately prior to the Effective Time Parent, shall be canceled, automatically canceled and shall cease to exist and no payment consideration shall be made with respect thereto.delivered in exchange therefor; and

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Broadvision Inc), Agreement and Plan of Merger (Bravo Holdco)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held that is owned by the Company or any Subsidiary of the Company or and each Share that is owned by the Parent, the Purchaser, the US Parent or any Subsidiary other direct or indirect wholly owned subsidiary of Parent immediately prior shall automatically be canceled and retired and shall cease to the Effective Time shall be canceledexist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan (Misys PLC), Agreement and Plan of Merger (C Ats Software Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each All shares of Company Share held Stock (as defined below) that are owned by the Company as treasury stock and any shares of Company Stock owned by Parent, Sub or any other wholly owned Subsidiary (as defined in Section 3.1 below) of the Company or owned by Parent shall be canceled and retired and shall cease to exist and no stock of Parent or any Subsidiary of Parent immediately prior to the Effective Time other consideration shall be canceled, and no payment shall be made with respect theretodelivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (21st Century Telecom Group Inc), Agreement and Plan of Merger (RCN Corp /De/)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held All Shares that are owned by the Company as treasury stock and any Shares owned by Parent, Purchaser or any Subsidiary of the Company other direct or indirect wholly-owned by Parent or any Subsidiary of Parent immediately prior to the Effective Time shall be canceledcancelled and shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Koch Industries Inc), Agreement and Plan of Merger (Georgia Pacific Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held All Shares owned by the Company, Parent or Purchaser (but not any Shares owned by any of their respective Subsidiaries (for the absence of doubt, other than Purchaser itself or the Company or any Subsidiary itself), which Shares, if any, shall be converted into such number of shares of common stock of the Company or owned by Parent or any Subsidiary of Parent immediately prior Surviving Corporation so as to the Effective Time maintain relative ownership percentages) shall be canceledcancelled and shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Patient Safety Technologies, Inc), Agreement and Plan of Merger (Volcom Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held that is owned by the Company or any Subsidiary of the Company or subsidiary and each Share that is owned by Parent or any Subsidiary of Parent immediately prior to the Effective Time subsidiary or Sub shall be canceledcanceled and retired and shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: 4 Agreement and Plan of Merger (Incontrol Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held All issued and outstanding Shares that, as of the Effective Time, are owned by the Company or any Subsidiary of the Company as treasury stock or owned by Parent Parent, LLC, the Sub or any other wholly owned Subsidiary of Parent immediately prior to the Effective Time or LLC shall be canceled, canceled and retired and shall cease to exist and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gp Strategies Corp)

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Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held Any Shares that are owned by the Company as treasury stock or owned by any direct or indirect wholly- owned Subsidiary of the Company or immediately prior to the Effective Time, and any Shares owned by Parent Parent, Purchaser or any other direct or indirect wholly-owned Subsidiary of Parent immediately prior to the Effective Time Time, shall be canceled, automatically canceled and shall cease to exist and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Orchid Cellmark Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held All Shares that are owned by the Company as treasury stock and any Shares and shares of Series 2 Preferred Stock owned by Parent, the Purchaser or any Subsidiary of the Company or other wholly-owned by Parent or any Subsidiary of Parent immediately prior to or the Effective Time Purchaser shall be canceledcancelled and retired and shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Stock Purchase Agreement (Equivest Finance Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Share held Stock that is owned by the Company and each share of Company Stock that is owned by the Parent, the Sub or any Subsidiary other subsidiary of the Company or owned by Parent or any Subsidiary of Parent immediately prior shall automatically be canceled and retired and shall cease to the Effective Time shall be canceledexist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held that is owned by the Company or any Subsidiary subsidiary of the Company or and each Share that is owned by Parent or any Subsidiary of Parent immediately prior to the Effective Time Purchaser shall be canceledcanceled and retired and shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tefron LTD)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held that is owned by the Company or any Subsidiary wholly owned subsidiary of the Company (or held in the Company's treasury) and each Share that is owned by Parent or Sub or any Subsidiary of Parent immediately prior to the Effective Time their respective subsidiaries shall be canceledcanceled and retired and shall cease to exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Syntellect Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each All shares of Company Share held Stock that are owned by the Company as treasury stock and any shares of Company Stock owned by Parent, Sub or any Subsidiary of the Company or other wholly owned by Parent or any Subsidiary subsidiary of Parent immediately prior to the Effective Time shall be canceledcanceled and retired and shall cease to exist, and no payment stock of Parent or other consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spectrx Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each All Shares that (i) are held in the treasury of the 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 by any wholly owned Company Share held by the Company Subsidiary, Parent, or any Subsidiary of the Company direct or indirect wholly owned by Parent or any Subsidiary of Parent immediately prior to the Effective Time (including Purchaser) shall be canceledcancelled and shall cease to exist, and with no payment shall be being made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (EndoChoice Holdings, Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held Any Shares that are owned by the Company as treasury stock or owned by any direct or indirect wholly-owned Subsidiary of the Company or immediately prior to the Effective Time, and any Shares owned by Parent Parent, Purchaser or any other direct or indirect wholly-owned Subsidiary of Parent immediately prior to the Effective Time Time, shall be canceled, automatically canceled and shall cease to exist and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Support Agreement (Monogram Biosciences, Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share that is owned by or held by in the Company or any Subsidiary treasury of the Company or and each Share that is owned by the Parent, the Purchaser or any other direct or indirect wholly owned subsidiary of the Parent or any Subsidiary of Parent immediately prior the Company shall automatically be canceled and retired and shall cease to the Effective Time shall be canceledexist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blanch E W Holdings Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Any Company Shares that are owned by the Company as treasury stock, and any Company Shares owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. Each Company Share held which is owned by the Company or any Subsidiary of the Company or owned by Parent or any Subsidiary of Parent immediately prior shall remain outstanding, with appropriate adjustment to the Effective Time shall be canceled, and no payment shall be made with respect theretonumber thereof to preserve such Subsidiary’s relative ownership percentage in the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nymagic Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held All Shares that are owned by the Company as treasury stock and any Shares or other capital stock owned by Parent, the Purchaser or any Subsidiary of the Company or other wholly owned by Parent or any Subsidiary of Parent immediately prior to the Effective Time shall be canceled, canceled and retired and shall cease to exist and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Toy Biz Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Company Share held that is owned by the Company or by any wholly-owned Subsidiary of the Company or and each Share that is owned by Parent Parent, 5 9 Purchaser or any other wholly-owned Subsidiary of Parent immediately prior shall automatically be canceled and retired and shall cease to the Effective Time shall be canceledexist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innovative Valve Technologies Inc)

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