Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub or any other wholly-owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Appears in 3 contracts
Sources: Merger Agreement (Legato Systems Inc), Merger Agreement (Otg Software Inc), Merger Agreement (Legato Systems Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock ----------------------------------------------------- Share that is owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub or any other wholly-owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts subsidiary and the like each Share that are beneficially is owned by third parties) Parent or any subsidiary or Sub shall be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Appears in 2 contracts
Sources: Merger Agreement (Incontrol Inc), Merger Agreement (Guidant Corp)
Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of capital stock of the Company Common Stock (including, without limitation, the Shares purchased pursuant to the Offer) owned by the Company as treasury stockor any Subsidiary of the Company, any Company Subsidiary, the Parent, Merger Sub or any other wholly-owned Subsidiary (as defined in Section 10.3) of Parent (other than the shares in trust accounts, managed accounts, custodial accounts and into which the like that are beneficially owned by third partiesoutstanding shares of capital stock of Sub were converted pursuant to Section 3.1(a)) automatically shall be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Appears in 2 contracts
Sources: Merger Agreement (Scotsman Industries Inc), Merger Agreement (Kysor Industrial Corp /Mi/)
Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock held in the treasury of the Company and each share of Company Stock owned or held, directly or indirectly, by the Company as treasury stock, any Company Subsidiary, the or its Subsidiaries or Parent, Merger Sub or their respective Subsidiaries, in each case immediately prior to the Effective Time, shall be canceled and retired without any conversion thereof and no payment of cash or any other wholly-owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) distribution shall be cancelled and retired and shall cease to existmade with respect thereto. For the avoidance of doubt, and no consideration Rollover Shares shall be delivered included in exchange thereforthe shares of Company Stock cancelled pursuant to this Section 1.8(d).
Appears in 2 contracts
Sources: Agreement and Plan of Merger, Agreement and Plan of Merger (Great Lakes Dredge & Dock Corp)
Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock then issued and held in the Company's treasury or by any of the Company's subsidiaries, and each share of Company Common Stock then owned by the Company as treasury stock, any Company Subsidiary, the Parent, REIT Merger Sub or any other wholly-owned Subsidiary subsidiary of Parent (other than except for shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by on behalf of third parties) ), shall be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Appears in 2 contracts
Sources: Merger Agreement (RFS Hotel Investors Inc), Merger Agreement (CNL Hospitality Properties Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub or any other wholly-owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Appears in 2 contracts
Sources: Merger Agreement (Valueclick Inc/Ca), Merger Agreement (Be Free Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock Share or Preferred Share that is owned directly or indirectly by the Company as treasury stock, any Company Subsidiary, the stock or by Parent, Merger Sub or any other wholly-owned Subsidiary (as defined in Section 3.1(a)) of Parent or Company immediately prior to the Effective Time (other than shares in trust accountsthe “Cancelled Shares”) shall, managed accountsby virtue of the Merger and without any action on the part of the holder thereof, custodial accounts and the like that are beneficially owned by third parties) shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered in exchange therefor.
Appears in 2 contracts
Sources: Merger Agreement (Francisco Partners II LP), Merger Agreement (Quadramed Corp)
Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share All ----------------------------------------------------- shares of Company Common Stock that are owned by the Company as treasury stock, all shares of Company Common Stock owned by any Subsidiary (as defined in Section 3.1) of the Company Subsidiaryand any shares of Company Common Stock owned by Parent, the Parent, Merger Sub Purchaser or any other wholly-wholly owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to exist, exist and no consideration shall be delivered in exchange therefor.
Appears in 2 contracts
Sources: Merger Agreement (Societe Nationale D Exploitation Indus Des Tabacs Et Allumet), Merger Agreement (Consolidated Cigar Holdings Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock All ----------------------------------------------------- Shares that are owned by the Company as treasury stock, stock and any Company SubsidiaryShares owned by Parent, the Parent, Merger Sub Purchaser or any other wholly-owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to existretired, and no consideration shall be delivered in exchange therefor.
Appears in 2 contracts
Sources: Merger Agreement (Lee Sara Corp), Merger Agreement (Lee Sara Corp)
Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock and Company Preferred Stock owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub or any other wholly-owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Appears in 1 contract
Sources: Merger Agreement (Chell Group Corp)
Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of Company Common Stock Share ----------------------------------------------------- owned by the Company as treasury stock, stock or by any Company Subsidiary, the Subsidiary and each Share owned by Parent, Merger Sub Purchaser or any other wholly-wholly owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share All ----------------------------------------------------- shares of Company Common Stock that are owned by the Company as treasury stock and any shares of Company Common Stock owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled canceled and retired and shall cease to exist, exist and no consideration shall be delivered in exchange therefor.
Appears in 1 contract
Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- ----------------------------------------------------- share of Company Common Stock owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub or any other wholly-owned Subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Appears in 1 contract
Sources: Merger Agreement (Mediaplex Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share of ----------------------------------------------------- Company Common Stock that is owned by the Company or by a wholly owned subsidiary of the Company and each share of Company Common Stock that is owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub or any other wholly-wholly owned Subsidiary subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be cancelled canceled and retired and shall cease to exist, and no consideration Merger Consideration shall be delivered in exchange therefor.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Zhone Technologies Inc)
Cancellation of Treasury Stock and Parent-Owned Stock. Each ---------------------------------------------------- share ----------------------------------------------------- of Company Common Stock that is owned by the Company or by any subsidiary (defined in Section 3.1(c)) of the Company and each share of Company Common Stock that is owned by the Company as treasury stock, any Company Subsidiary, the Parent, Merger Sub Subsidiary or any other wholly-owned Subsidiary subsidiary of Parent (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Appears in 1 contract