Cancellation of Treasury Stock. Each share of the Common Stock (as defined in Section 8.3) issued or outstanding immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries shall be canceled 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: Merger Agreement (Egan Charles), Merger Agreement (Cort Business Services Corp), Agreement and Plan of Merger (Sherrill Stephen)
Cancellation of Treasury Stock. Each share of the Common Stock (as defined held in Section 8.3) issued treasury by the Company and each share of Common Stock owned or outstanding 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 that is owned by the Company or any of its wholly-owned Subsidiaries Time, shall be canceled automatically cancelled without any conversion thereof and shall cease to exist, exist and no payment of cash or any other consideration distribution shall be delivered or deliverable in exchange thereformade with respect thereto.
Appears in 3 contracts
Samples: Merger Agreement (Mantech International Corp), Merger Agreement (JDS Uniphase Corp /Ca/), Merger Agreement (Navisite Inc)
Cancellation of Treasury Stock. Each share of the Company Common Stock (that is owned by the Company as defined in Section 8.3) issued or outstanding treasury stock immediately prior to the Effective Time that is owned by (collectively, the Company or any of its wholly-owned Subsidiaries “Canceled Shares”) immediately prior to the Effective Time shall automatically be canceled automatically 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 (Image Entertainment Inc), Agreement and Plan of Merger (BTP Acquisition Company, LLC)
Cancellation of Treasury Stock. Each share of the Common Stock (as defined in Section 8.3) issued or outstanding held immediately prior to the Effective Time that is owned by the Company as treasury stock or held by Buyer or any of its wholly-owned Subsidiaries shall be canceled automatically and shall cease to exist, cancelled and no cash or other consideration shall be delivered paid or deliverable in exchange thereforpayable with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Organogenesis Holdings Inc.)
Cancellation of Treasury Stock. Each share of the Company Common Stock (as defined in Section 8.3) and Company Class B Stock issued or and outstanding immediately prior to the Effective Time that is owned by the Company Company, Partners, Partners GP, MergerCo or any of its wholly-owned Subsidiaries their respective Subsidiaries, if any, shall no longer be canceled outstanding and shall automatically be cancelled and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (Crude Carriers Corp.), Merger Agreement (Capital Product Partners L.P.)
Cancellation of Treasury Stock. Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock (as defined in Section 8.3Stock”) issued that is directly owned by the Company or outstanding any wholly-owned Subsidiary of the Company immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries shall automatically be canceled automatically cancelled and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (QRS Corp), Merger Agreement (QRS Corp)
Cancellation of Treasury Stock. Each share of the Company Common Stock (as defined in Section 8.3) issued or outstanding immediately prior to the Effective Time that is directly owned by the Company or any of its wholly-owned Subsidiaries immediately prior to the Effective Time automatically shall be canceled automatically and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 2 contracts
Samples: Acquisition Agreement (EverBank Financial Corp), Acquisition Agreement (EverBank Financial Corp)
Cancellation of Treasury Stock. Each share of the Company Common Stock (as defined in Section 8.3) issued or outstanding immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries immediately prior to the Parent Merger Effective Time shall automatically be canceled automatically and shall cease to exist, and no cash or other 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 the Company Common Stock (held by the Company as defined in Section 8.3) issued or outstanding treasury stock immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries shall automatically be canceled automatically and retired and shall cease to exist, and no cash consideration or other consideration payment shall be delivered or deliverable in exchange therefortherefor or in respect thereof.
Appears in 2 contracts
Samples: Merger Agreement (Multimedia Games Holding Company, Inc.), Merger Agreement (Bally Technologies, Inc.)
Cancellation of Treasury Stock. Each share of the Common Stock (as defined in Section 8.3) and Preferred Stock issued or and outstanding immediately prior to the Effective Time that is owned by the Company (as treasury stock or any of its wholly-owned Subsidiaries otherwise) shall automatically be canceled automatically 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: Merger Agreement (NextWave Wireless Inc.), Agreement and Plan of Merger (NextWave Wireless Inc.)
Cancellation of Treasury Stock. Each share of the Company Common Stock (as defined in Section 8.3) issued or outstanding immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries shall be canceled automatically and immediately prior to the Effective Time shall cease to existexist (collectively, the “Excluded Shares”), and no cash or other consideration shall be delivered or deliverable in exchange thereforpaid for those Excluded Shares.
Appears in 1 contract
Samples: Merger Agreement (Weight Watchers International Inc)
Cancellation of Treasury Stock. Each share of the Company Common Stock (held by the Company as defined in Section 8.3) issued or outstanding treasury stock immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries shall automatically be canceled automatically cancelled and retired and shall cease to exist, and no cash consideration or other consideration payment shall be delivered or deliverable in exchange therefortherefor or in respect thereof.
Appears in 1 contract
Samples: Merger Agreement (SciPlay Corp)
Cancellation of Treasury Stock. Each share of the Common Stock (as defined held in Section 8.3) issued the treasury of Republic and each share of Common Stock owned by any direct or outstanding indirect Subsidiary of Republic immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries shall be canceled automatically and shall cease to existextinguished, and no cash payment or other consideration shall be delivered or deliverable in exchange thereformade with respect thereto.
Appears in 1 contract
Cancellation of Treasury Stock. Each share Any shares of the Company Common Stock (as defined in Section 8.3) issued or outstanding that are owned immediately prior to the Effective Time that is owned by the Company or any wholly owned subsidiary of its wholly-owned Subsidiaries the Company which constitutes treasury stock in the hands of the holder thereof, shall be canceled automatically and retired and shall cease to exist, and no cash or other 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: Merger Agreement (Bt Office Products International Inc)
Cancellation of Treasury Stock. Each share of the Common Stock (as defined in Section 8.3) issued or outstanding held immediately prior to the Effective Time that is owned by the Company as treasury stock or held by Buyer or any of its wholly-owned Subsidiaries shall be canceled automatically and shall cease to exist, cancelled and no cash or other consideration shall be delivered or deliverable in exchange thereforpaid with respect thereto.
Appears in 1 contract
Cancellation of Treasury Stock. Each share of common stock, par value $0.01 per share, of the Company (each a “Company Common Share” and collectively, the “Company Common Stock”) and each share of Company Preferred Stock (as defined in Section 8.33.03) issued held by the Company as treasury stock or outstanding owned by Parent or any of its Subsidiaries (including as part of an IDS unit) immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries shall automatically be canceled automatically cancelled and retired and shall cease to exist, exist and no cash or other consideration payment shall be delivered or deliverable in exchange thereformade with respect thereto.
Appears in 1 contract
Samples: Merger Agreement (Centerplate, Inc.)
Cancellation of Treasury Stock. Each share of the Common Stock (that is owned by the Company as defined in Section 8.3) issued or outstanding treasury stock immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries shall automatically be canceled automatically and retired and shall cease to exist, exist and no cash or other consideration shall be delivered or deliverable in exchange therefortherefore.
Appears in 1 contract
Cancellation of Treasury Stock. Each share of the Common Stock (as defined in Section 8.3) and Preferred Stock issued or and outstanding immediately prior to the Effective Time that is owned by the Company (as treasury stock or any of its wholly-owned Subsidiaries otherwise) shall automatically be canceled automatically 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
Cancellation of Treasury Stock. Each To the extent applicable, each share of the Common Stock (as defined in Section 8.3) issued or outstanding held immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries as treasury stock shall be canceled automatically and shall cease to exist, and no cash or other consideration payment shall be delivered or deliverable in exchange thereformade with respect thereto.
Appears in 1 contract
Cancellation of Treasury Stock. Each At the Effective Time, automatically and by virtue of the Merger and without further action on the part of Parent or Merger Sub, each share of the Company Common Stock (as defined in Section 8.3) issued or outstanding and held immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries shall in Company’s treasury will automatically be canceled automatically cancelled and shall retired and will cease to exist, and no cash or other consideration shall will be delivered or deliverable in exchange therefor.
Appears in 1 contract
Samples: Merger Agreement
Cancellation of Treasury Stock. Each share of the Common Stock (as defined held in Section 8.3) issued the treasury of the Company and each share of Common Stock owned by any direct or outstanding indirect Subsidiary of the Company immediately prior to the Effective Time that is owned by shall, at the Company or any of its wholly-owned Subsidiaries shall Effective Time, automatically be canceled automatically cancelled and shall cease to exist, exist without any conversion thereof and no cash or other consideration shall be delivered or deliverable in exchange thereforpaid with respect thereto.
Appears in 1 contract
Samples: Merger Agreement (Trinet Group Inc)
Cancellation of Treasury Stock. Each issued and outstanding share of the Capital Common Stock (as defined in Section 8.3) issued or outstanding that is owned, immediately prior to the Effective Time that is owned Time, by the Company Capital (or any direct or indirect Subsidiary (as hereinafter defined) of its wholly-owned Subsidiaries Capital) as treasury stock, shall be automatically canceled automatically and shall cease to existexist without any conversion thereof, and no cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock. Each share of the Company Common Stock (as defined in Section 8.3) issued or and outstanding immediately prior to the Effective Time that is owned by the Company or any of its wholly-Subsidiaries and each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Bank or any of its Subsidiaries (including Merger Sub) shall no longer be outstanding and shall automatically be canceled automatically 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 of the Company Common Stock (as defined that is held in Section 8.3) issued or outstanding treasury of the Company immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries shall automatically be canceled automatically and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.and
Appears in 1 contract
Samples: Merger Agreement (Answer Think Consulting Group Inc)
Cancellation of Treasury Stock. Each share of the Common Stock (as defined in Section 8.3) issued or outstanding held immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries as treasury stock, if any, shall be canceled automatically and shall cease to exist, and no cash or other consideration payment shall be delivered or deliverable in exchange thereformade with respect thereto.
Appears in 1 contract
Cancellation of Treasury Stock. Each share of common stock, without par value, of the Company (the “Company Common Stock (as defined in Section 8.3Stock”) issued or outstanding owned by the Company immediately prior to the Effective Time that is owned by Time, if any (collectively, the Company or any of its wholly-owned Subsidiaries “Treasury Shares”) shall be canceled automatically and shall cease to exist, and no cash or other consideration shall be delivered or deliverable paid in exchange thereforfor the Treasury Shares.
Appears in 1 contract
Cancellation of Treasury Stock. Each At the Effective Time, each share of the Holdings Common Stock (as defined in Section 8.3) issued owned by Holdings or outstanding any direct or indirect wholly owned subsidiary of Holdings immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries shall be canceled automatically and shall cease to exist, and no cash extinguished without any conversion or other consideration shall be delivered or deliverable payment in exchange thereforrespect thereof.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gallagher Arthur J & Co)
Cancellation of Treasury Stock. Each share of the Company Common Stock (that is owned by the Company as defined in Section 8.3) issued or outstanding treasury stock immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries shall automatically be canceled automatically and retired and shall cease to exist, 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 of the Company Common Stock that is owned by the Company (as defined in Section 8.3treasury stock or otherwise) issued or outstanding immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries shall automatically be canceled automatically 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: Merger Agreement (Par Pharmaceutical Companies, Inc.)
Cancellation of Treasury Stock. Each share of the Common Stock (as defined owned or held in Section 8.3) issued or outstanding immediately prior to the Effective Time that is owned treasury by the Company or any of its wholly-owned Subsidiaries (collectively, the “Excluded Shares”) immediately before the Effective Time shall be canceled cancelled automatically without any conversion thereof and shall cease to exist, and no cash consideration or other consideration distribution shall be delivered paid or deliverable in exchange thereformade for those Excluded Shares.
Appears in 1 contract
Samples: Merger Agreement (Frozen Food Express Industries Inc)
Cancellation of Treasury Stock. Each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock Stock”) that is directly owned by the Company (as defined in Section 8.3treasury stock) issued or outstanding any wholly-owned Subsidiary of the Company immediately prior to the Effective Time that is owned by the Company or any of its wholly-owned Subsidiaries shall automatically be canceled automatically 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 of the Company Common Stock (as defined in Section 8.3) issued or outstanding that, immediately prior to the Effective Time that Time, is owned by the Company or any of its wholly-owned Subsidiaries as treasury stock shall automatically be canceled automatically cancelled and retired and shall cease to exist, exist and no cash or other consideration shall be delivered or deliverable in exchange therefor.
Appears in 1 contract
Samples: Merger Agreement (Greatbatch, Inc.)