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

Cancellation of Treasury Stock and Stock Owned by Parent and Subsidiaries. All shares of common stock, par value $.001 per share, of Ad-Vantage (“Ad-Vantage Common Stock”) that are owned by Ad-Vantage as treasury stock and any shares of Ad-Vantage Common Stock owned by Parent, Merger Subsidiary or any other wholly-owned Subsidiary (as hereinafter defined) of Parent shall be canceled and retired and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. As used in this Agreement, “Subsidiary” means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which more than fifty percent (50%) of either the equity interests in, or the voting control of, such corporation or other organization is, directly or indirectly through Subsidiaries or otherwise, beneficially owned by such party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (JMG Exploration, Inc.), Merger Agreement (JMG Exploration, Inc.)

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Cancellation of Treasury Stock and Stock Owned by Parent and Subsidiaries. All shares of common stockstock of the Company, par value $.001 US$0.001 per share, of Ad-Vantage share (“Ad-Vantage Company Common Stock”) ), that are owned by Ad-Vantage the Company as treasury stock or otherwise and any shares of Ad-Vantage Company Common Stock owned by Parent, Merger Subsidiary Sub or any other direct or indirect wholly-owned Subsidiary (as hereinafter defined) of Parent shall be canceled and retired and shall cease to exist and no capital stock of Parent the Surviving Corporation or any other consideration shall be delivered in exchange therefor. As used in this Agreement, the term “Subsidiary” means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which more than fifty percent (50%) of either the equity interests in, or the voting control of, such corporation or other organization is, directly or indirectly through Subsidiaries or otherwise, beneficially owned by such party.

Appears in 2 contracts

Samples: Merger Agreement (Progen Pharmaceuticals LTD), Merger Agreement (Progen Pharmaceuticals LTD)

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Cancellation of Treasury Stock and Stock Owned by Parent and Subsidiaries. All shares of common stockstock of the Company, par value $.001 0.001 per share, of Ad-Vantage share (“Ad-Vantage Company Common Stock”) that are owned by Ad-Vantage the Company as treasury stock or otherwise and any shares of Ad-Vantage Company Common Stock owned by Parent, Merger Subsidiary Sub or any other direct or indirect wholly-owned Subsidiary (as hereinafter defined) of Parent shall be canceled and retired and shall cease to exist and no capital stock of Parent the Surviving Corporation or any other consideration shall be delivered in exchange therefor. As used in this Agreement, the term “Subsidiary” means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which more than fifty percent (50%) of either the equity interests in, or the voting control of, such corporation or other organization is, directly or indirectly through Subsidiaries or otherwise, beneficially owned by such party.

Appears in 1 contract

Samples: Merger Agreement (Chemgenex Pharmaceuticals LTD)

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