Cancellation of Parent Common Stock Clause Samples
The "Cancellation of Parent Common Stock" clause defines the process by which the existing common stock of a parent company is nullified, typically as part of a merger, acquisition, or corporate restructuring. In practice, this clause outlines that all outstanding shares of the parent’s common stock will be cancelled and cease to exist, often in exchange for a specified consideration such as cash, new shares, or other securities. This mechanism ensures that the ownership structure is properly adjusted to reflect the new corporate arrangement, preventing former shareholders from retaining equity in the restructured or acquired entity.
Cancellation of Parent Common Stock. At the Effective Time, by virtue of the Mergers and without any action on the part of any holder of any capital stock of ValueVision, National Media or Parent, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall be canceled, and no consideration shall be delivered in exchange therefor.
Cancellation of Parent Common Stock. Each share of Parent Common Stock issued and outstanding immediately prior to the Lion Effective Time shall automatically be cancelled and retired and shall cease to exist.
Cancellation of Parent Common Stock. Each share of common stock of Parent issued and outstanding immediately prior to the Company Merger Effective Time will no longer be outstanding and will automatically be retired and will cease to exist, and no payment will be made with respect thereto.”
Cancellation of Parent Common Stock. In consideration of the Company’s willingness to enter into the transactions contemplated by this Agreement and in order to provide an appropriate capital structure after the Closing, immediately prior to the Closing, the Parent and ▇▇▇▇▇ ▇▇▇▇ (“▇▇▇▇”) shall enter into a stock cancellation agreement (the “Cancellation Agreement”) pursuant to which the Parent shall cause to be cancelled and retired nine million three hundred twenty four thousand forty two (9,324,042) shares of Parent Common Stock held by ▇▇▇▇.
Cancellation of Parent Common Stock. In addition to all other rights and remedies that the Parent Indemnitees may have, in the event that it is finally determined (whether pursuant to a final judgment, settlement, independent auditor determination or agreement among the parties hereto) that Parent is entitled to receive payment from any Company Stockholder pursuant to Section 1.8(c) or this Article VII, Parent is hereby authorized at any time and from time to time, to satisfy such payment with any shares of Parent Common Stock held by such Company Stockholder or any successor thereof (by cancellation of a number of such whole shares valued at the Parent Common Stock Price Per Share). Parent may effect such cancellation of shares of Parent Common Stock and reflect such cancellation in its books and records, in each case without any action on the part of the Company Stockholder or successor thereof. In the event of any cancellation pursuant to this Section 7.3(b), Parent shall provide written notice thereof to the applicable Company Stockholder or successor thereof. Any such satisfaction shall be made, to the extent possible, pro rata against any remaining Parent Note Consideration and shares of Parent Common Stock (based on the principal amount of the Parent Note and the dollar amount of the Parent Common Stock (valued at the Parent Common Stock Price Per Share) held by such Electing Accredited Company Stockholder); provided that if this would result in a set-off against a fraction of a share of Parent Common Stock, then the number of shares subject to set-off shall automatically be rounded up to the nearest whole number of shares of Parent Common Stock.
Cancellation of Parent Common Stock. Subsequent to and upon the same day as, or within one (1) day of, the issuance of the Common Shares to the Equity-Holders, (i) the Parent and ▇▇▇▇ ▇▇▇▇▇▇ shall take all proper steps to effect the cancellation of Four Million Seven Hundred Fifty Thousand (4,750,000) shares of Parent Common Stock held by ▇▇▇▇ ▇▇▇▇▇▇, (ii) the Parent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall take all proper steps to effect the cancellation of Two Million Eight Hundred Fifty Thousand (2,850,000) shares of Parent Common Stock held by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and (iii) the Parent shall also cause the cancellation of Seven Hundred Fifty-One Thousand Six Hundred Sixty-Eight (751,668) shares of Parent Common Stock held by E-Clean Acquisitions, Inc., One Hundred Sixty-Six Thousand Six Hundred Sixty-Seven (166,667) shares of Parent Common Stock held by Enzyme Bio-Sciences, LLC, One Hundred Twenty Thousand (120,000) shares of Parent Common Stock held by ▇▇▇▇, Inc. and Twenty-Five Thousand One (25,001) shares of lost Parent Common Stock formerly held by ▇▇▇▇ ▇▇▇▇▇.
Cancellation of Parent Common Stock. Each share of Parent Common Stock owned by Alliqua immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no consideration whatsoever shall be delivered in exchange therefor.