Cancellation of Company Securities; Conversion of Subsidiary-Owned Securities. (i) Each share of Common Stock held by the Company as treasury stock or held by Parent or Acquisition Sub 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 in exchange therefor or in respect thereof. (ii) Each share of Common Stock that is owned by any direct or indirect wholly owned subsidiary of the Company or any direct or indirect wholly owned subsidiary of Parent (other than Acquisition Sub) or of Acquisition Sub shall be converted into such number of shares of common stock of the Surviving Corporation such that the ownership percentage of any such subsidiary in the Surviving Corporation immediately following the Effective Time shall equal the ownership percentage of such subsidiary in the Company immediately prior to the Effective Time.
Appears in 3 contracts
Sources: Merger Agreement (Millennial Media Inc.), Merger Agreement (Dealertrack Technologies, Inc), Merger Agreement (AOL Inc.)