Common use of Excluded Company Shares Clause in Contracts

Excluded Company Shares. Each Company Share (A) owned by Parent, Merger Sub or the Company, or by any direct or indirect wholly owned subsidiary of Parent, Merger Sub or the Company, in each case outstanding immediately prior to the Effective Time (“Canceled Company Shares”) or (B) irrevocably accepted for purchase pursuant to the Offer (“Accepted Company Shares”), shall, in each case, be canceled at the Effective Time by virtue of the Merger without any consideration paid therefor (other than, for the avoidance of doubt and without duplication, any consideration that remains payable with respect to any such Accepted Company Shares pursuant to the Offer).

Appears in 4 contracts

Samples: Merger Agreement, Merger Agreement (Horizon Pharma PLC), Merger Agreement (Raptor Pharmaceutical Corp)

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Excluded Company Shares. Each Company Share (A) owned by Parent, Merger Sub or the Company, or by any direct or indirect wholly wholly-owned subsidiary Subsidiary of Parent, Merger Sub or the Company, in each case outstanding at the commencement of the Offer and immediately prior to the Effective Time (“Canceled Company Shares”) or (B) irrevocably accepted for purchase pursuant to the Offer (“Accepted Company Shares”), shall, in each case, be canceled and cease to exist without any conversion thereof or consideration paid therefor at the Effective Time by virtue of the Merger without any consideration paid therefor (other than, for the avoidance of doubt and without duplication, any consideration that remains payable with respect to any such Accepted Company Shares pursuant to the Offer).

Appears in 3 contracts

Samples: Merger Agreement (Endo, Inc.), Merger Agreement (Endo International PLC), Merger Agreement (Biospecifics Technologies Corp)

Excluded Company Shares. Each Company Share (Ai) owned by Parent, Merger Sub Purchaser or the Company, or by any direct or indirect wholly owned subsidiary Subsidiary of Parent, Merger Sub Purchaser or the Company, in each case outstanding immediately prior to the Effective Time (“Canceled Company Shares”) or (Bii) irrevocably accepted for purchase pursuant to the Offer (“Accepted Company Shares”), shall, in each case, as of the Effective Time, be canceled at the Effective Time by virtue of the Merger without any consideration paid therefor (other than, for the avoidance of doubt and without duplication, any consideration that remains payable with respect to any such Accepted Company Shares pursuant to the Offer).

Appears in 1 contract

Samples: Merger Agreement (Guidance Software, Inc.)

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Excluded Company Shares. Each Company Share (A) owned by Parent, Merger Sub or the Company, or by any direct or indirect wholly owned subsidiary Subsidiary of Parent, Merger Sub or the Company, in each case outstanding at the commencement of the Offer and immediately prior to the Effective Time (“Canceled Company Shares”) or (B) irrevocably accepted for purchase pursuant to the Offer (“Accepted Company Shares”), shall, in each case, be canceled and extinguished without any conversion thereof or consideration paid therefor at the Effective Time by virtue of the Merger without any consideration paid therefor (other than, for the avoidance of doubt and without duplication, any consideration that remains payable with respect to any such Accepted Company Shares pursuant to the Offer).

Appears in 1 contract

Samples: Merger Agreement (Momenta Pharmaceuticals Inc)

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