Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Ply Gem Industries Inc), Agreement and Plan of Merger (Atrium Corp), Agreement and Plan of Merger (Snyder Dana R)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company Share that are is owned by the Company or by any wholly owned subsidiary of the Company shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Integrated Circuit Systems Inc), Agreement and Plan of Merger (Microclock Inc), Agreement and Plan of Merger (Donaldson Lufkin & Jenrette Inc /Ny/)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company (as treasury stock or otherwise), automatically shall be canceled and retired and shall cease to exist, and no shares of Parent Common Stock, cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Guilford Pharmaceuticals Inc), Agreement and Plan of Merger (Mgi Pharma Inc), Agreement and Plan of Merger (Mid Atlantic Medical Services Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company or by any wholly owned subsidiary of the Company shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (Sunbeam Corp/Fl/)
Cancellation of Treasury Stock. Each share of Any Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company and not issued and outstanding as of the Effective Time shall be canceled and retired automatically cancelled and shall cease to exist, exist and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Evolent Health, Inc.), Agreement and Plan of Merger (Mitek Systems Inc), Agreement and Plan of Merger (Signet Jewelers LTD)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 5 contracts
Samples: Distribution Agreement (New Laser Corp), Distribution Agreement (New Laser Corp), Transaction Agreement (New Laser Corp)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company Company, any Subsidiary of the Company, Parent or any Subsidiary of Parent shall automatically be canceled and retired and shall cease to exist, exist and no consideration payment shall be delivered or deliverable in exchange thereformade with respect thereto.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pathmark Stores Inc), Agreement and Plan of Merger (Thompson Anthony W), Agreement and Plan of Merger (Grubb & Ellis Co)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock Share held in the Company’s treasury or by any of the Company that are owned by the Company Company’s subsidiaries, Parent or any of Parent’s subsidiaries shall automatically be canceled cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 4 contracts
Samples: Escrow Agreement (Golden State Vintners Inc), Escrow Agreement (Golden State Vintners Inc), Agreement and Plan of Merger (Golden State Vintners Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company shall automatically be canceled cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (IZEA, Inc.), Agreement and Plan of Merger (PNC Financial Services Group Inc), Agreement and Plan of Merger (United National Bancorp)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company as treasury stock shall be canceled and retired and shall cease to exist, exist and no stock of Parent or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lennox International Inc), Agreement and Plan of Merger (Lennox International Inc), Agreement and Plan of Merger (Service Experts Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned directly or indirectly by the Company shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mapco Inc), Agreement and Plan of Merger (Williams Companies Inc), Agreement of Merger (Dunn Computer Corp)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company (or any of its direct or indirect wholly-owned subsidiaries) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration Merger Consideration shall be delivered or deliverable in exchange therefor.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Opticare Health Systems Inc), Agreement and Plan of Merger (Refac), Agreement and Plan of Merger (Refac)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company as treasury stock immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Quantum Fuel Systems Technologies Worldwide Inc), Agreement and Plan of Merger (Quantum Fuel Systems Technologies Worldwide Inc), Agreement and Plan of Merger (Starcraft Corp /In/)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are owned held in treasury by the Company and each share of Common Stock owned or held, directly or indirectly, by the Company or its Subsidiaries, or Parent, Merger Sub or their respective Subsidiaries, in each case, immediately prior to the Effective Time, shall be canceled and retired automatically cancelled without any conversion thereof and shall cease to exist, exist and no consideration payment of cash or any other distribution shall be delivered or deliverable in exchange thereformade with respect thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (JDS Uniphase Corp /Ca/), Agreement and Plan of Merger (Mantech International Corp), Agreement and Plan of Merger (Navisite Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock Share held in the treasury of the Company that are or owned by any direct or indirect wholly owned Subsidiary of the Company immediately prior to the Effective Time, if any, shall be canceled and retired without any conversion or consideration paid in respect thereof and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Helix TCS, Inc.), Agreement and Plan of Merger (Helix TCS, Inc.), Agreement and Plan of Merger (Helix TCS, Inc.)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock held in the treasury of the Company that are owned by Company, if any, immediately prior to the Company Effective Time shall be canceled cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (L90 Inc), Agreement and Plan of Merger (Modem Media Poppe Tyson Inc), Agreement and Plan of Merger (Doubleclick Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock common stock, par value $0.001 per share, of the Company (“Company Common Stock”) that are is directly owned by the Company (as treasury stock) or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time shall automatically be canceled and retired cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Virage Inc), Agreement and Plan of Merger (Autonomy Corp PLC), Agreement and Plan of Merger (Virage Inc)
Cancellation of Treasury Stock. Each share of Company the Common Stock and all other shares of capital stock of (as defined in Section 8.3) issued or outstanding immediately prior to the Company Effective Time that are is owned by the Company or any of its wholly-owned Subsidiaries shall be canceled and retired automatically and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sherrill Stephen), Agreement and Plan of Merger (Cort Business Services Corp), Agreement and Plan of Merger (Egan Charles)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company or Parent (in each case other than shares held in a fiduciary or agency capacity or in satisfaction of debts previously contracted) shall automatically be canceled cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Woronoco Bancorp Inc), Agreement and Plan of Merger (Berkshire Hills Bancorp Inc), Agreement and Plan of Merger (Webster Financial Corp)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company issued and outstanding immediately prior to the Effective Time that are is owned by the Company (as treasury stock or otherwise) shall automatically be canceled cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Worthington Industries Inc), Agreement and Plan of Merger (PAETEC Holding Corp.)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company or by any subsidiary of the Company shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Gaylord Entertainment Co), Agreement and Plan of Merger (Westinghouse Electric Corp)
Cancellation of Treasury Stock. Each share of Any Company Common Capital Stock and all other shares of capital stock of the Company that are is owned by the Company and not issued and outstanding as of the Effective Time shall be automatically canceled and retired and shall cease to exist, exist and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Brady Corp), Agreement and Plan of Merger (Nordson Corp), Agreement and Plan of Merger (Rimage Corp)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company Share that are is owned by the Company shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 3 contracts
Samples: Recapitalization Agreement (Sunburst Hospitality Corp), Recapitalization Agreement (Mascotech Inc), Recapitalization Agreement (Mascotech Inc)
Cancellation of Treasury Stock. Each share of Company Common Capital Stock and all other shares of capital stock of the Company that are owned held by the Company immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, extinguished without any conversion thereof and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp)
Cancellation of Treasury Stock. Each share Any shares of Company Common Stock and all other shares of capital stock held in the treasury of the Company that are and any shares of Company Common Stock owned by Acquiror or any direct or indirect wholly owned subsidiary of Acquiror or of the Company immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, extinguished without any conversion thereof and no consideration payment shall be delivered or deliverable in exchange thereformade with respect thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Eglobe Inc), Agreement and Plan of Merger (Eglobe Inc), Agreement and Plan of Merger (Dakota Telecommunications Group Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company All Shares that are owned by the Company as treasury stock shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Q2 Holdings, Inc.), Agreement and Plan of Merger
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company or by any subsidiary of the Company shall automatically be canceled and retired and shall cease to exist, and no shares of common stock, no par value, of Parent (including the Rights (as hereinafter defined) attached thereto, the "Parent Common Stock"), cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Montana Mills Bread Co Inc), Agreement and Plan of Merger (Krispy Kreme Doughnuts Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company Share that are is owned by the Company or by any wholly owned subsidiary of the Company shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefortherefore.
Appears in 2 contracts
Samples: Agreement of Recapitalization and Merger (Mafco Holdings Inc), Agreement of Recapitalization and Merger (Panavision Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock common stock, par value $0.001 per share, of the Company (“Company Common Stock”) that are is directly owned by the Company or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time shall automatically be canceled and retired cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (QRS Corp), Agreement and Plan of Merger (QRS Corp)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company as treasury stock immediately prior to the Effective Time (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 or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Image Entertainment Inc), Agreement and Plan of Merger (BTP Acquisition Company, LLC)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other All shares of capital stock Common Stock, no par value per share, of the Company ("Company Common Stock") that are owned by the Company as treasury stock and any shares of Company Common Stock owned by any wholly owned subsidiary of the Company shall be canceled cancelled and retired and shall cease to exist, and no stock of Parent or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Physician Reliance Network Inc), Agreement and Plan of Merger (American Oncology Resources Inc /De/)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of held in the Company that are owned by Company’s treasury immediately prior to the Company Effective Time shall be canceled and canceled, retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Click Commerce Inc), Agreement and Plan of Merger (Click Commerce Inc)
Cancellation of Treasury Stock. Each share Any shares of Company Common Stock and all other shares of capital stock that are owned immediately prior to the Effective Time by the Company or any subsidiary of the Company that are owned by which constitute treasury stock in the Company hands of the holder thereof, shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (JLK Direct Distribution Inc), Merger Agreement (JLK Direct Distribution Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned directly by the Company immediately prior to the Effective Time, if any, shall automatically be canceled cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (STR Holdings, Inc.), Agreement and Plan of Merger (STR Holdings (New) LLC)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are owned held by the Company as treasury stock immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no consideration or payment shall be delivered or deliverable in exchange therefortherefor or in respect thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Multimedia Games Holding Company, Inc.), Agreement and Plan of Merger (Bally Technologies, Inc.)
Cancellation of Treasury Stock. Each Any share of Company Common Stock and all other shares of capital stock of the Company that are owned which is held by the Company as treasury stock shall be canceled and retired retired, without any conversion thereof, and shall cease to exist, exist and no consideration shall be delivered or deliverable in exchange thereforwith respect thereto.
Appears in 2 contracts
Samples: Plan and Agreement of Merger (Serologicals Corp), Agreement and Plan of Merger (Serologicals Corp)
Cancellation of Treasury Stock. Each share At the Effective Time, all shares of Company Common Stock and all other shares of capital stock of the Company that are owned directly or indirectly by the Company as treasury stock shall be canceled and retired and shall cease to exist, and no without any consideration shall be delivered or deliverable in exchange being payable therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oyo Geospace Corp), 6 Agreement and Plan of Merger (Energy Ventures Inc /De/)
Cancellation of Treasury Stock. Each share Any shares of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company as treasury stock shall be automatically canceled and retired and shall cease to exist, exist and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gentiva Health Services Inc), Agreement and Plan of Merger (Gentiva Health Services Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is directly owned by the Company or any of its Subsidiaries immediately prior to the Effective Time automatically shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Acquisition Agreement and Plan of Merger (EverBank Financial Corp), Acquisition Agreement and Plan of Merger (EverBank Financial Corp)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock Share held in the Company's treasury or by any of the Company that are owned by the Company Company's subsidiaries, Parent or any of Parent's subsidiaries shall automatically be canceled cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tier Technologies Inc), Agreement and Plan of Merger (Official Payments Corp)
Cancellation of Treasury Stock. Each share of Company Common Capital Stock and all other shares of capital stock of the Company that are is owned by the Company shall automatically be canceled and retired and shall cease to exist, and no Holdco Common Stock or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: And Restated Agreement and Plan of Merger (Turner Broadcasting System Inc), Original Agreement (Time Warner Inc)
Cancellation of Treasury Stock. Each share All shares of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company as treasury stock or by any wholly owned Subsidiary (as defined in Section 3.1) of Company shall be canceled and retired and shall cease to exist, exist and no stock of Buyer or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lernout & Hauspie Speech Products Nv), Agreement and Plan of Merger (Dictaphone Corp /De)
Cancellation of Treasury Stock. Each share All shares of Company Common Stock and all other shares of capital stock of the Company that are owned directly or indirectly by the Company as treasury stock shall be canceled and retired and shall cease to exist, exist and no stock of Parent or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aon Corp), Agreement and Plan of Merger (Asi Solutions Inc)
Cancellation of Treasury Stock. Each share Share of Company Common Stock and all other shares of capital stock held in the Company's treasury or by any of the Company that are owned by the Company Company's subsidiaries, Parent or any of Parent's subsidiaries shall automatically be canceled cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sterling Commerce Inc), Agreement and Plan of Merger (SBC Communications Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company Company, Parent, Merger Sub or any of their respective wholly owned subsidiaries shall automatically be canceled cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Cendant Corp)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares that is owned by any affiliate of capital stock the Merger Sub, the Company or by any wholly owned subsidiary of the Company that are owned by the Company shall automatically be canceled cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.. (c)
Appears in 2 contracts
Samples: Exhibit 1 Agreement and Plan of Merger (Ameriwood Industries International Corp), Agreement and Plan of Merger (Horizon Acquisition Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of Preferred Stock issued and outstanding immediately prior to the Company Effective Time that are is owned by the Company (as treasury stock or otherwise) shall automatically be canceled cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange thereforthereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NextWave Wireless Inc.), Agreement and Plan of Merger (NextWave Wireless Inc.)
Cancellation of Treasury Stock. Each share Any shares of Company Common Stock and all other shares of capital stock Company Preferred Stock held in the treasury of the Company that are and any shares of Company Common Stock and Company Preferred Stock owned by Acquiror or by any Acquiror Subsidiary immediately prior to the Company Effective Time shall be canceled and retired and shall cease to exist, extinguished without any conversion thereof and no consideration payment shall be delivered or deliverable in exchange thereformade with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Motient Corp), Agreement and Plan of Merger (Rare Medium Group Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company ------------------------------ that are is owned by the Company or by a wholly-owned subsidiary of the Company shall automatically be canceled and retired and shall cease to exist, and no Parent Common Stock or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digital Generation Systems Inc), Agreement and Plan of Merger (Ginsburg Scott K)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company as treasury stock shall automatically be canceled cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gleason Reporting Group), Agreement and Plan of Merger (Playcore Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company or by a wholly owned subsidiary of the Company shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Basin Water, Inc.), Agreement and Plan of Merger (Basin Water, Inc.)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company immediately prior to the Parent Merger Effective Time shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Investment and Transaction Agreement (Pointer Telocation LTD), Investment and Transaction Agreement (Id Systems Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other All shares of capital stock of the Company that are owned by the Company as treasury stock shall be canceled and retired and shall cease to exist, exist and no other consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (SLM International Inc /De), Agreement and Plan of Merger (Connectivity Technologies Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company Corporation or by any Subsidiary of the Corporation shall automatically be canceled cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alliance Imaging Inc /De/), Agreement and Plan of Merger (Alliance Imaging Inc /De/)
Cancellation of Treasury Stock. Each share All shares of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company as treasury stock, if any, shall be canceled cancelled and retired and shall cease to exist, exist and no stock of the Buyer or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Net Perceptions Inc), Agreement and Plan of Merger (Net Perceptions Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares that is owned by any affiliate of capital stock the Merger Sub, the Company or by any wholly-owned subsidiary of the Company that are owned by the Company shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ferrotec Acquisition Inc), Agreement and Plan of Merger (Ferrofluidics Corp)
Cancellation of Treasury Stock. Each share of Company Bank Common Stock and all other shares of capital stock of the Company that are is owned by the Company Bank as treasury stock shall automatically be canceled cancelled and retired returned and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Plan of Reorganization (1st Century Bancshares, Inc.), Plan of Reorganization (1st Century Bancshares, Inc.)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company Preferred Stock that are is owned by the Company (as treasury stock or otherwise), automatically shall be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unitedhealth Group Inc), Agreement and Plan of Merger (NWH Inc)
Cancellation of Treasury Stock. Each share All shares of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company as treasury stock and any shares of Company Common Stock owned by any direct or indirect wholly owned subsidiary of the Company shall be canceled cancelled and retired and shall cease to exist, and no stock of Parent or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shield Acquisition Corp/Ga), Agreement and Plan of Merger (Vallen Corp)
Cancellation of Treasury Stock. Each share of Company Common Capital Stock and all other shares of capital stock of the Company that are is owned by the Company as treasury stock as of immediately prior to the Effective Time shall be canceled and retired cancelled and shall cease to exist, exist and no payment or consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock Share held in the treasury of the Company, and each Company that are Common Share owned by any direct or indirect wholly-owned subsidiary of the Company shall Company, immediately prior to the Effective Time will be canceled and retired without any conversion thereof or payment of any consideration therefor and shall will cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock. Each share of Any Company Common Capital Stock and all other shares of capital stock of the Company that are is owned or held by the Company or any of its Subsidiaries or by Parent or Acquisition Corp. as of immediately prior to the Effective Time shall be automatically canceled 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 (Forrester Research, Inc.)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock Share held in the treasury of the Company that are and each Share owned by any direct or indirect subsidiary of the Company immediately prior to the Effective Time shall automatically be canceled without any conversion thereof into the right to receive Merger Consideration and no payment or distribution shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange thereformade with respect thereto.
Appears in 1 contract
Cancellation of Treasury Stock. Each share All shares of Company Common ------------------------------ Stock and all other shares of capital stock of the Company that are owned by the Company as treasury stock or by any wholly owned Subsidiary (as defined in Section 3.1) of Company shall be canceled and retired and shall cease to exist, exist and no stock of Buyer or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lernout & Hauspie Speech Products Nv)
Cancellation of Treasury Stock. Each Notwithstanding Section 1.06(c), each share of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company shall automatically be canceled and retired cancelled and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock. Each share Notwithstanding Section 2.9(c), all shares of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company or any of its Subsidiaries (“Treasury Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered exist without any conversion thereof or deliverable in exchange payment therefor.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Endo International PLC)
Cancellation of Treasury Stock. Each share Any shares of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company (or any of its direct or indirect Subsidiaries) immediately prior to the Effective Time (the “Excluded Shares”) shall be automatically canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock As of the Effective Time, any Company Shares that are owned beneficially or of record by the Company or any of its Subsidiaries shall automatically be canceled cancelled and retired and all rights with respect thereto shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock. Each share All shares of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company as treasury stock, if any, shall be canceled cancelled and retired and shall cease to exist, exist and no stock of the Buyer or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sycamore Networks Inc)
Cancellation of Treasury Stock. Each share share, if any, of Company Common Capital Stock and all other shares of capital stock of the Company that are is held by the Company as treasury stock or owned by the Company or any of its Subsidiaries shall no longer be outstanding and shall be canceled automatically cancelled and retired and shall cease to exist, exist and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company Share that are is owned by the Company or by any subsidiary of the Company shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.. (c)
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chicago Dock & Canal Trust)
Cancellation of Treasury Stock. Each share All shares of Company Common Stock and all other shares of capital stock of the Company that are owned as of the Effective Time by the Company shall as treasury stock will be canceled cancelled and retired and shall will cease to exist, exist and no consideration whatsoever shall be delivered or deliverable in exchange therefortherefore.
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Cancellation of Treasury Stock. Each share All shares of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company as treasury stock shall be canceled cancelled and retired and shall cease to exist, exist and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Samples: Merger Agreement (New England Business Service Inc)
Cancellation of Treasury Stock. Each share of Company Common Capital Stock and all other shares of capital stock that is held in the treasury of the Company that are owned by the Company shall automatically be canceled 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 (Valeant Pharmaceuticals International)
Cancellation of Treasury Stock. Each share All shares of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company as treasury stock shall be canceled 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 (Isle of Capri Casinos Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock held in the treasury of the Company that are or owned by any direct or indirect wholly owned Subsidiary of the Company immediately prior to the Effective Time, if any, shall be canceled and retired without any conversion or consideration paid in respect thereof and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Samples: Agreement (Sugarmade, Inc.)
Cancellation of Treasury Stock. Each share All shares of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company or any subsidiary of the Company shall be canceled and retired and shall cease to exist, exist and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Home Health Corp of America Inc \Pa\)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company All Shares that are owned by the Company as treasury stock and all Shares owned by any direct or indirect wholly-owned Subsidiary of the Company shall be canceled cancelled and retired and shall cease to exist, and exist with no consideration shall be delivered or deliverable in exchange thereforpayment being made with respect thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nationwide Health Properties Inc)
Cancellation of Treasury Stock. Each share of the Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company or Seller shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no Buyer Common Stock or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DealerTrack Holdings, Inc.)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock held in the Company's treasury or by any of the Company that are owned by the Company Company's subsidiaries, Parent or any of Parent's subsidiaries shall automatically be canceled 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 (Maxcor Financial Group Inc)
Cancellation of Treasury Stock. Each share of Surviving Company Common Stock and all other shares of capital stock of the Company that are is owned by Surviving Company (as treasury stock) or any wholly-owned subsidiary of Surviving Company immediately prior to the Company Effective Time shall automatically be canceled and retired cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Thermo Fisher Scientific Inc.)
Cancellation of Treasury Stock. Each share Notwithstanding Section 2.12(c), all shares of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company or any of its Subsidiaries (“Treasury Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered exist without any conversion thereof or deliverable in exchange payment therefor.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amag Pharmaceuticals Inc.)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company Share that are is owned by the Company or by any subsidiary of the Company shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Samples: 6 Agreement and Plan of Merger (Chicago Dock & Canal Trust)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock common stock, par value $0.01 per share, of the Company (“Company Common Stock”) that are is directly owned by the Company (as treasury stock) or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time shall automatically be canceled and retired cancelled 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 (Sentigen Holding Corp)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company ("Treasury Shares") shall be canceled and retired and shall cease to exist, exist and no consideration shall be delivered or be deliverable in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock. Each share of Company Common Capital Stock and all other shares of capital stock of the Company that are is owned by the Company shall automatically be canceled 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 (Hollywood Entertainment Corp)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock held in the treasury of the Company that are owned by the Company shall automatically be cancelled and extinguished and no Merger Consideration shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange thereforpaid with respect thereto.
Appears in 1 contract
Samples: Merger Agreement (Sysco Corp)
Cancellation of Treasury Stock. Each share Any shares of Company Common Stock and all other shares of capital stock that are owned immediately prior to the Effective Time by the Company or any wholly owned subsidiary of the Company that are owned by which constitutes treasury stock in the Company hands of the holder thereof, shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto.
Appears in 1 contract
Samples: 8 6 Agreement and Plan of Merger (Bt Office Products International Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company Preferred Stock that are is owned by the Company shall automatically be canceled 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 (Triple-S Management Corp)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock Company Preferred Stock held in the treasury of the Company that are owned by Company, if any, immediately prior to the Company Closing Date shall be canceled and retired and shall cease to exist, extinguished and no consideration payment shall be delivered or deliverable in exchange thereformade with respect thereto.
Appears in 1 contract
Samples: Stock Purchase Agreement (Augme Technologies, Inc.)
Cancellation of Treasury Stock. Each share of Any Company Common Stock and all other shares of capital stock of the Company that are is owned by the Company and not issued and outstanding as of the Effective Time (if any), shall be canceled and retired automatically cancelled and shall cease to exist, exist and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company Shares that are owned by the Company (as treasury stock or otherwise) or any of its direct or indirect wholly owned subsidiaries shall automatically be canceled cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock. Each share All shares of Company Common Stock and all other shares of capital stock of the Company or Preferred Stock that are owned by the Company as treasury stock, if any, shall be canceled cancelled and retired and shall cease to exist, exist and no stock of the Buyer or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sycamore Networks Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock common stock, par value $0.01 per share, of the Company ("COMPANY COMMON STOCK") that are is owned by the Company shall automatically be canceled 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 (Eye Care Centers of America Inc)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of Share (including the Company associated Rights) that are is owned by the Company or by any subsidiary of the Company shall automatically be canceled and retired and shall cease to exist, and no shares of common stock, par value $.01 per share, of Hain ("the "Hain Common Stock"), cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock. Each share of Company Common -------------------------------- Stock and all other shares of capital stock of the Company that are is owned by the Company as treasury stock immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, exist and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Samples: Thor Industries Inc
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock that is (i) held in the treasury of the Company that are or (ii) owned by Parent or Sub, in each case immediately prior to the Company Effective Time, shall be canceled cancelled and retired and shall cease to exist, exist without any conversion thereof and no consideration payment or distribution shall be delivered or deliverable in exchange thereformade with respect thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Symbol Technologies Inc)
Cancellation of Treasury Stock. Each share All shares of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company as treasury stock shall be canceled and retired and shall cease to exist, exist and no consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Unisource Energy Corp)
Cancellation of Treasury Stock. Each share All shares of Company Bank Common Stock and all other shares of capital stock of the Company that are owned by the Company shall Bank shall, by virtue of the Acquisition and without any action on the part of the holder thereof, be canceled cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Samples: Acquisition Agreement (First Community Bank Corp of America)
Cancellation of Treasury Stock. Each share of Company Common Stock and all other shares of capital stock of the Company that are owned held by the Company shall as treasury stock will be canceled and retired and shall will cease to exist, and no consideration shall payment or distribution will be made or delivered or deliverable in exchange thereforwith respect thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Derma Sciences, Inc.)
