Treatment of Excluded Shares. Each Excluded Share shall, at the Effective Time, by virtue of the Merger and without any action on the part of the holder of the Excluded Share, cease to be outstanding and automatically be cancelled without payment of any consideration therefor, subject to any rights the holder thereof may have under Section 3.2.
Appears in 7 contracts
Samples: Merger Agreement (Panera Bread Co), Merger Agreement (Krispy Kreme Doughnuts Inc), Merger Agreement (National Holdings Corp)
Treatment of Excluded Shares. Each Share that is an Excluded Share shall, at pursuant to clause (ii) of the Effective Timedefinition thereof, by virtue of the Merger and without any action on the part of the holder of the Excluded Sharethereof, shall cease to be outstanding and automatically outstanding, shall be cancelled without payment of any consideration therefortherefor and shall cease to exist, subject to any rights the holder thereof may have under Section 3.21.12. Each Share that is an Excluded Share pursuant to clause (i) of the definition thereof shall remain outstanding and shall be unaffected by the Merger.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Seattle Genetics Inc /Wa), Merger Agreement (Cascadian Therapeutics, Inc.)
Treatment of Excluded Shares. Each Except as provided in the second sentence of this Section 2.1(c), each Excluded Share shall, at the Effective Time, by virtue of the Merger and without any action on the part of the holder of the such Excluded Share, cease to be outstanding and automatically outstanding, be cancelled without payment of any consideration therefor, subject therefor and shall cease to exist. Each Excluded Share held by Merger Sub or any rights direct or indirect subsidiary of Parent or the holder thereof may have under Section 3.2Company shall remain outstanding and be unaffected by the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Straight Path Communications Inc.), Merger Agreement (Straight Path Communications Inc.)
Treatment of Excluded Shares. Each Share that is an Excluded Share shall, at pursuant to clause (ii) of the Effective Timedefinition thereof, by virtue of the Merger and without any action on the part of the holder of the Excluded Sharethereof, shall cease to be outstanding and automatically outstanding, shall be cancelled without payment of any consideration therefortherefor and shall cease to exist, subject to any rights the holder thereof may have under Section 3.24.2(g). Each Share that is an Excluded Share pursuant to clause (i) of the definition thereof shall remain outstanding and shall be unaffected by the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Dyax Corp), Merger Agreement (Shire PLC)
Treatment of Excluded Shares. Each Excluded Share shall, at At the Effective Time, by virtue of the Merger all Excluded Shares will be automatically cancelled and without any action on the part of the holder of the Excluded Share, will cease to exist and no Per Share Merger Consideration or any other consideration will be outstanding and automatically be cancelled without payment of any consideration therefor, subject to any rights the holder thereof may have under Section 3.2due or delivered in exchange therefor or in respect thereof.
Appears in 1 contract
Samples: Merger Agreement (WalkMe Ltd.)
Treatment of Excluded Shares. Each Excluded Share shall, at At the Effective Time, by virtue of the Merger all Excluded Shares shall be automatically cancelled and without any action on the part of the holder of the Excluded Share, shall cease to exist and no Per Share Merger Consideration, Per ADS Merger Consideration or any other consideration shall be outstanding and automatically be cancelled without payment of any consideration therefor, subject to any rights the holder thereof may have under Section 3.2due or delivered in exchange therefor or in respect thereof.
Appears in 1 contract
