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

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly owned by the Company, Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Any shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior to the Merger.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Pyramid Breweries Inc), Agreement and Plan of Merger (Rare Hospitality International Inc), Agreement and Plan of Merger (Darden Restaurants Inc)

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Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly owned by the Company, Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Any shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior to the Merger.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Viasys Healthcare Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly owned by the Company, Company or that is directly or indirectly owned by Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Any ; provided for the avoidance of doubt, that no shares of Company Common Stock that are owned by a Subsidiary which is directly or indirectly wholly owned Subsidiary of by the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior be canceled pursuant to the Mergerthis Section 2.01(b).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Graham Packaging Co Inc.), Agreement and Plan of Merger (Silgan Holdings Inc), Agreement and Plan of Merger (Graham Packaging Co Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is held in the treasury of the Company and each share of Company Stock owned or held, directly owned or indirectly, by the CompanyCompany or its Subsidiaries or Parent, Parent or Merger Sub or their respective Subsidiaries, in each case immediately prior to the Effective Time Time, shall automatically be canceled and shall cease to exist, retired without any conversion thereof and no consideration payment of cash or any other distribution shall be delivered made with respect thereto. For the avoidance of doubt, Rollover Shares shall be included in exchange therefor. Any the shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior cancelled pursuant to the Mergerthis Section 1.8(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Great Lakes Dredge & Dock Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Sub, each share of Company Common Stock that is directly owned by the Company as treasury stock, any wholly owned Subsidiary of the Company, Parent or Merger Sub immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and no Parent Common Stock or other consideration shall be delivered or deliverable in exchange therefor. Any shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior to the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hi/Fn Inc), Agreement and Plan of Merger (Exar Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly owned by the CompanyCompany as treasury stock immediately prior to the Effective Time and each share of Company Common Stock that is owned by Parent, Parent or Merger Sub or any other Subsidiary of Parent (collectively, the “Canceled Shares”) immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. Any shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior to the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (BTP Acquisition Company, LLC), Agreement and Plan of Merger (Image Entertainment Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share Any shares of Company Common Stock that is directly owned by the Company, Parent or Merger Sub are issued and outstanding immediately prior to the Effective Time and owned by the Company as treasury stock, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and owned by any subsidiary of the Company and any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and owned by Parent, the Purchaser or any other direct or indirect subsidiary of Parent shall automatically be canceled and retired and shall cease to exist, exist and no consideration shall be delivered in exchange therefor. Any shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior to the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Delco Remy International Inc), Agreement and Plan of Merger (Citigroup Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each issued and outstanding share of Company Common Stock that is directly owned by the Company, Company or Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Any shares Each issued and outstanding share of Company Common Stock that are is directly owned by a wholly any direct or indirect wholly-owned Subsidiary Subsidiaries of the Company or Parent shall not represent the right to receive the Merger Consideration and shall, at the election of Parent, either (other than Merger Subi) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage convert into shares of a class of common stock of the Company after Surviving Corporation designated by Parent in connection with the Merger as it owned immediately prior to the Mergeror (ii) be cancelled.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sealy Corp), Agreement and Plan of Merger (Tempur Pedic International Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly owned by the Company, Company or by Parent or Merger Sub any of their respective wholly-owned Subsidiaries immediately prior to the Effective Time (collectively, the “Cancelled Shares”) shall be cancelled automatically be canceled and shall cease to exist, and no ADSs, Parent Ordinary Shares or other consideration shall be delivered paid in exchange therefor. Any shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior to the Merger.for those Cancelled Shares; and

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CSR PLC), Agreement and Plan of Merger (Zoran Corp \De\)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly owned held in the treasury of the Company and any Shares held immediately prior to the Effective Time by the Company, Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Any shares of Company Common Stock that are owned by a wholly owned any Subsidiary of the Company or of Parent (other than including Merger Sub) shall remain outstanding after the Effective Timeautomatically be retired and shall cease to be outstanding, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the and no Merger as it owned immediately prior to the MergerConsideration shall be delivered or deliverable in exchange therefor or in consideration thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Artesyn Technologies Inc), Agreement and Plan of Merger (Emerson Electric Co)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly owned by the Company, Company or Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Any ; provided that for the avoidance of doubt, no shares of Company Common Stock that are owned by a Subsidiary which is directly or indirectly wholly owned Subsidiary of (as defined in Section 8.03) by the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior be cancelled pursuant to the Mergerthis Section 2.01(b).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ingersoll Rand Co LTD), Agreement and Plan of Merger (Trane Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share Any shares of the Company Common Stock that is directly are owned by the Company, Parent or Merger Sub immediately prior to the Effective Time by the Company as treasury stock and each share of Company Common Stock owned by Parent, Merger Sub, or any other wholly owned Subsidiary of Parent, shall automatically be canceled and retired and shall cease to exist, and no consideration shall be payable or delivered in exchange thereforfor such shares. Any Each holder of a certificate representing any such shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted cease to have any rights with respect to such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior to the Mergershares.

Appears in 2 contracts

Samples: Iv Agreement and Plan of Merger (Minuteman International Inc), Agreement and Plan of Merger (Minuteman International Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly owned by the Company, Company or Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Any ; provided for the avoidance of doubt, that no shares of Company Common Stock that are owned by a wholly wholly-owned Subsidiary (as defined in Section 8.03) of the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior be cancelled pursuant to the Mergerthis Section 2.01(b).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Smithfield Foods Inc), Agreement and Plan of Merger (Premium Standard Farms, Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly owned by the Company, Company or that is directly or indirectly owned by Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Any ; provided for the avoidance of doubt, that no shares of Company Common Stock that are owned by a wholly Subsidiary which is directly or indirectly wholly-owned Subsidiary of by the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior be canceled pursuant to the Mergerthis Section 2.01(b).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Xerox Corp), Voting Agreement (Affiliated Computer Services Inc)

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Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly owned by the Company, Company or by Parent or Merger Sub any of its wholly-owned Subsidiaries immediately prior to the Effective Time (collectively, the “Cancelled Shares”) shall automatically be canceled automatically and shall cease to exist, and no Parent Ordinary Shares or other consideration shall be delivered paid in exchange thereforfor those Excluded Shares. Any shares Each share of Company Common Stock that are owned by a wholly any wholly-owned Subsidiary of the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior to the MergerEffective Time (collectively with the Cancelled Shares, the “Excluded Shares”) shall remain outstanding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sirf Technology Holdings Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly owned by the Company, Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Any shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior to the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adams Respiratory Therapeutics, Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share All shares of Company Common Stock that is directly are owned by the CompanyCompany (other than shares of Company Common Stock held either in a fiduciary or agency capacity that are beneficially owned by third parties), Parent Purchaser or Merger Sub immediately prior to the Effective Time Time, by virtue of the Merger and without any action on the part of the holder thereof, shall automatically cease to be canceled outstanding and shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. Any shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior to the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alexanders J Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly owned by the Company, Company or any of its wholly-owned Subsidiaries or by Parent or any of its wholly-owned Subsidiaries (including Merger Sub Sub) immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be canceled automatically and shall cease to exist, and no consideration shall be delivered in exchange therefor. Any shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior to the Mergerpaid for Excluded Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ATC Technology CORP)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly owned by the CompanyCompany (other than shares held in the Rabbi Trust), Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Any shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company or Parent (other than Merger Sub) or the Company shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior to the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Energysouth Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly owned or held in treasury by the Company, Company or any Wholly- Owned Subsidiary or by Parent or Merger Sub any of its Subsidiaries (other than the Company or any of its Wholly-Owned Subsidiaries) immediately prior to before the Effective Time (collectively, the “Excluded Shares”) shall automatically be canceled automatically without any conversion thereof and shall cease to exist, and no consideration or distribution shall be delivered in exchange therefor. Any shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company paid or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior to the Mergermade for those Excluded Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Great Wolf Resorts, Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is directly (shares of Company Common Stock being hereinafter collectively referred to as “Company Shares”) held in the treasury of the Company and any Company Shares owned by the Company, Parent or Merger Sub by any direct or indirect wholly-owned Subsidiary of Parent or the Company (including any Company Shares issued by the Company pursuant to a stock option) immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, extinguished without any conversion thereof and no consideration payment shall be delivered in exchange therefor. Any shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior to the Mergermade with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pacific Ethanol, Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. Each share All shares of Company Common Stock that is directly are (i) held in the treasury of the Company or by any wholly owned Subsidiary of the Company immediately prior to the Effective Time, (ii) irrevocably accepted for purchase in the Offer by the CompanyPurchaser or (iii) held by the Parent, the Purchaser or any other wholly owned Subsidiary of the Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled cancelled and shall cease to exist, exist and no consideration shall be paid or delivered in exchange therefor. Any shares of Company Common Stock that are owned by a wholly owned Subsidiary of the Company or Parent (other than Merger Sub) shall remain outstanding after the Effective Time, appropriately adjusted such that such Subsidiary owns the same percentage of the Company after the Merger as it owned immediately prior to the Merger.

Appears in 1 contract

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

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