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 owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub or any other wholly-owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Otg Software Inc)

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Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share ----------------------------------------------------- of Company Common Stock owned by the Company as treasury stock, or any Subsidiary of the Company Subsidiary, the and each share of Company Common Stock owned by Parent, Merger Sub or any other wholly-wholly owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to exist, exist and no consideration shall be delivered in exchange therefor.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Armstrong World Industries Inc), Agreement and Plan of Merger (Triangle Pacific Corp), Agreement and Plan of Merger (Armstrong World Industries Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock Share or Preferred Share that is owned directly or indirectly by the Company as treasury stock, any Company Subsidiary, the stock or by Parent, Merger Sub or any other wholly-owned Subsidiary (as defined in Section 3.1(a)) of Parent or Company immediately prior to the Effective Time (other than shares in trust accountsthe “Cancelled Shares”) shall, managed accountsby virtue of the Merger and without any action on the part of the holder thereof, custodial accounts and the like that are beneficially owned by third parties) shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Quadramed Corp), Agreement and Plan of Merger (Francisco Partners II LP)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub or any other wholly-owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 2 contracts

Samples: Iii Agreement and Plan of Merger (Valueclick Inc/Ca), Agreement and Plan of Merger (Be Free Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock then issued and held in the Company's treasury or by any of the Company's subsidiaries, and each share of Company Common Stock then owned by the Company as treasury stock, any Company Subsidiary, the Parent, REIT Merger Sub or any other wholly-owned Subsidiary subsidiary of Parent (other than except for shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by on behalf of third parties) ), shall be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement (RFS Hotel Investors Inc), Agreement (CNL Hospitality Properties Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share All ----------------------------------------------------- shares of Company Common Stock that are owned by the Company as treasury stock, all shares of Company Common Stock owned by any Subsidiary (as defined in Section 3.1) of the Company Subsidiaryand any shares of Company Common Stock owned by Parent, the Parent, Merger Sub Purchaser or any other wholly-wholly owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to exist, exist and no consideration shall be delivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Societe Nationale D Exploitation Indus Des Tabacs Et Allumet), Agreement and Plan of Merger (Consolidated Cigar Holdings Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock ----------------------------------------------------- Share that is owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub or any other wholly-owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts subsidiary and the like each Share that are beneficially is owned by third parties) Parent or any subsidiary or Sub shall be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Guidant Corp), Agreement and Plan of Merger (Incontrol Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of capital stock of the Company Common Stock (including, without limitation, the Shares purchased pursuant to the Offer) owned by the Company as treasury stockor any Subsidiary of the Company, any Company Subsidiary, the Parent, Merger Sub or any other wholly-owned Subsidiary (as defined in Section 10.3) of Parent (other than the shares in trust accounts, managed accounts, custodial accounts and into which the like that are beneficially owned by third partiesoutstanding shares of capital stock of Sub were converted pursuant to Section 3.1(a)) automatically shall be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Scotsman Industries Inc), Agreement and Plan of Merger (Kysor Industrial Corp /Mi/)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- ----------------------------------------------------- share of the Company Common Stock that is owned by the Company as treasury stock, or by any subsidiary of the Company Subsidiary, and each share of the Company Common Stock that is owned by Parent, Merger Sub or any other wholly-owned 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 cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Micron Technology Inc), Agreement and Plan of Merger (Netframe Systems Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock All ----------------------------------------------------- Shares that are owned by the Company as treasury stock, stock and any Company SubsidiaryShares owned by Parent, the Parent, Merger Sub Purchaser or any other wholly-owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to existretired, and no consideration shall be delivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lee Sara Corp), Agreement and Plan of Merger (Lee Sara Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share ----------------------------------------------------- of Company the Common Stock of the Company that is owned by the Company as treasury stock, any Company Subsidiary, the and each Share that is owned by Parent, Merger Sub or any other wholly-direct or indirect wholly owned 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 cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Three Rivers Acquisition Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock Share that is owned by the Company as treasury stockCompany, any Company Subsidiary, the Parent, Merger Sub or any other wholly-owned Subsidiary of Parent (other than shares in trust accountssuch Shares, managed accounts, custodial accounts and the like that are beneficially owned by third parties“Cancelled Shares”) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bioverativ Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share Share that ----------------------------------------------------- is owned by or held in the treasury of the Company Common Stock and each Share that is owned by the Company as treasury stock, any Company SubsidiaryParent, the Parent, Merger Sub Purchaser or any other wholly-direct or indirect wholly owned Subsidiary subsidiary of the Parent (other than shares in trust accounts, managed accounts, custodial accounts and or the like that are beneficially owned by third parties) Company shall automatically be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Benfield Greig Group PLC)

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Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share All ----------------------------------------------------- shares of Company Common Stock that are owned by the Company as treasury stock and any shares of Company Common Stock owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub or any other direct or indirect wholly-owned 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 be cancelled canceled and retired and shall cease to exist, exist and no consideration shall be delivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mirage Resorts Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share ----------------------------------------------------- of Company Common Stock that is owned by the Company or by any subsidiary (defined in Section 3.1(c)) of the Company and each share of Company Common Stock that is owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub Subsidiary or any other wholly-owned 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 cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 1 contract

Samples: Physician Support Systems Inc

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share ----------------------------------------------------- of Company Common Stock that is owned by the Company or by any subsidiary of the Company and each share of Company Common Stock that is owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub or any other wholly-owned Subsidiary subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and immediately prior to the like that are beneficially owned by third parties) Effective Time shall automatically be cancelled and retired and shall cease to exist, exist without any conversion thereof and no consideration shall be delivered in exchange thereforwith respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Buy Com Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- ----------------------------------------------------- share of Company Common Stock owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub or any other wholly-owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mediaplex Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock Share ----------------------------------------------------- owned by the Company as treasury stock, stock or by any Company Subsidiary, the Subsidiary and each Share owned by Parent, Merger Sub Purchaser or any other wholly-wholly owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Electronics for Imaging Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock and Company Preferred Stock owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub or any other wholly-owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Chell Group Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of ----------------------------------------------------- Company Common Stock that is owned by the Company or by a wholly owned subsidiary of the Company and each share of Company Common Stock that is owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub or any other wholly-wholly owned 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 cancelled canceled and retired and shall cease to exist, and no consideration Merger Consideration shall be delivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zhone Technologies Inc)

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