Common use of Cancellation of Treasury Stock and Parent-Owned Stock Clause in Contracts

Cancellation of Treasury Stock and Parent-Owned Stock. All shares of common stock, $.01 par value per share (“Company Common Stock”), and convertible preferred stock, $.01 par value per share (“Company Preferred Stock”), of the Company that are owned by the Company as treasury stock and any shares of Company Common Stock or Company Preferred Stock owned by the Parent, the Transitory Subsidiary or any other wholly-owned Subsidiary of the Parent immediately prior to the Effective Time shall be cancelled and shall cease to exist and no stock of the Parent or other consideration shall be delivered in exchange therefor.

Appears in 2 contracts

Sources: Merger Agreement (Icoria, Inc.), Merger Agreement (Clinical Data Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares of common stock, $.01 par value $0.001 per share share, of the Company (“Company Common Stock”), and convertible preferred stock, $.01 par value per share (“Company Preferred Stock”), of the Company ) that are owned by the Company as treasury stock and any shares of Company Common Stock or Company Preferred Stock owned by the Parent, the Transitory Subsidiary Parent or Merger Sub or any other wholly-owned Subsidiary direct or indirect Subsidiaries of the Parent immediately prior to the Effective Time shall be cancelled and shall cease to exist and no stock of the Parent or other consideration payment shall be delivered in exchange thereformade with respect thereto.

Appears in 2 contracts

Sources: Merger Agreement (Netopia Inc), Merger Agreement (Netopia Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares of common stock, $.01 par value $0.01 per share share, of the Company (“Company Common Stock”), and convertible preferred stock, $.01 par value per share (“Company Preferred Stock”), of the Company ) that are owned by the Company as treasury stock and any shares of Company Common Stock or Company Preferred Stock owned by the Parent, the Transitory Subsidiary Merger Sub or any other wholly-owned Subsidiary direct or indirect Subsidiaries of the Parent immediately prior to the Effective Time shall be cancelled and shall cease to exist and no stock of the Parent or other consideration payment shall be delivered in exchange thereformade with respect thereto.

Appears in 2 contracts

Sources: Merger Agreement (Symbol Technologies Inc), Merger Agreement (Motorola Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares of common stock, US $.01 0.001 par value per share share, of the Company (“Company Common Stock”), and convertible preferred stock, $.01 par value per share (“Company Preferred Stock”), of the Company ) that are owned by the Company as treasury stock or by any wholly owned Subsidiary of the Company and any shares of Company Common Stock or Company Preferred Stock owned by the Parent, the Transitory Subsidiary or any other wholly-wholly owned Subsidiary of the Parent immediately prior to the Effective Time shall be cancelled and shall cease to exist and no stock of the Parent or other consideration shall be delivered in exchange therefor.

Appears in 2 contracts

Sources: Merger Agreement (New Focus Inc), Merger Agreement (Bookham Technology PLC)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares Each share of common stock, $.01 par value $0.0001 per share share, in the Company (the “Company Common Stock”), and convertible preferred stock, $.01 par value per share (“Company Preferred Stock”), of the Company ) that are is owned by the Company as treasury stock and any shares each share of Company Common Stock or Company Preferred Stock that is owned by the Parent, the Transitory Subsidiary Parent or any other wholly-owned Subsidiary of the Parent Merger Sub immediately prior to the Effective Time shall no longer be cancelled outstanding and shall automatically be canceled and shall cease to exist exist, and no stock of the Parent or other consideration shall be delivered in exchange therefor.

Appears in 1 contract

Sources: Merger Agreement (Solarcity Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares Each share of common stock, $.01 par value $0.01 per share (“Company Common Stock”), and convertible preferred stock, $.01 par value per share (“Company Preferred Stock”)share, of the Company (the "Company Common Stock"), and any other shares of capital stock of the Company, that are is owned by the Company as treasury stock and or any shares Subsidiary of the Company Common Stock or Company Preferred Stock owned by the Parent, the Transitory Subsidiary Merger Sub or any other wholly-owned Subsidiary of the Parent immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist be outstanding, and no stock of the Parent or other consideration Merger Consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Sources: Merger Agreement (Teva Pharmaceutical Industries LTD)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares Each share of common stock, $.01 par value $0.01 per share share, of the Company (the “Company Common Stock”), and convertible preferred stock, $.01 par value per share (“Company Preferred Stock”), of the Company ) that are owned is held by the Company as treasury stock and any shares each share of Company Common Stock or Company Preferred Stock that is owned by the Parenta Company Subsidiary, the Transitory Subsidiary Parent or any other wholly-owned Subsidiary of the Parent Merger Sub immediately prior to the Effective Time shall will no longer be cancelled outstanding and shall will automatically be canceled and will cease to exist exist, and no stock of the Parent or other consideration shall will be delivered in exchange therefor.

Appears in 1 contract

Sources: Merger Agreement (Reynolds American Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares of common stockCommon Stock of the Company, $.01 par value .00033 per share ("Company Common Stock"), and convertible preferred stock, $.01 par value per share (“Company Preferred Stock”), of the Company that are owned by Company or any Subsidiary (as defined in Section 3.1) of the Company as treasury stock and any shares of Company Common Stock or Company Preferred Stock owned by the Parent, the Transitory Subsidiary or any other wholly-owned Subsidiary of the Parent immediately prior to the Effective Time shall be cancelled canceled and retired and shall cease to exist and no stock of the Parent or other consideration shall be delivered in exchange therefor. All shares of Company Common Stock owned by Parent shall be unaffected by the Merger.

Appears in 1 contract

Sources: Merger Agreement (Iq Software Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares Each share of the Company’s common stock, $.01 par value $0.001 per share (“Company Common Stock”)) that is directly owned by the Company, and convertible preferred stockParent, $.01 par value per share (“Company Preferred Stock”)Sub, or any direct or indirect wholly-owned subsidiary of the Company that are owned by the Company as treasury stock and any shares of Company Common Stock or Company Preferred Stock owned by the Parent, the Transitory Subsidiary or any other wholly-owned Subsidiary of the Parent immediately prior to the Effective Time shall automatically be cancelled canceled and shall cease to exist exist, and no stock of the Parent or other consideration shall be delivered in exchange therefor.

Appears in 1 contract

Sources: Merger Agreement (Vicuron Pharmaceuticals Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares Each share of common stockstock of the Company, $.01 par value $.0l per share ("Company Common -------------- Stock"), and convertible preferred stock, $.01 par value per share (“Company Preferred Stock”), of the Company that are is owned by the Company as treasury stock or by any subsidiary of the Company, ----- together with the associated Company Rights, and any shares each share of Company Common Stock or Company Preferred Stock that is owned by the Parent, the Transitory Subsidiary Sub or any other wholly-owned Subsidiary subsidiary of Parent, together with the Parent immediately prior to the Effective Time associated Company Rights, shall automatically be cancelled and retired and shall cease to exist exist, and no stock of the Parent Merger Consideration or other consideration shall be delivered in exchange thereforor payable with respect thereto.

Appears in 1 contract

Sources: Merger Agreement (Carrols Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares Each share of common stock, $.01 par value per share (“Company Common Stock”), and convertible preferred stock, $.01 par value per share Stock (“Company Preferred Stock”), of the Company that are owned by the Company as treasury stock and any shares of Company Common Stock or being hereinafter collectively referred to as "Company Preferred Stock Shares") held in the treasury of the Company and any Company Shares owned by the Parent, the Transitory Subsidiary Parent or by any other direct or indirect wholly-owned Subsidiary of Parent or the Parent Company (including any Company Shares issued by the Company pursuant to a stock option) immediately prior to the Effective Time shall be cancelled canceled and shall cease to exist extinguished without any conversion thereof and no stock of the Parent or other consideration payment shall be delivered in exchange thereformade with respect thereto.

Appears in 1 contract

Sources: Merger Agreement (Kratos Defense & Security Solutions, Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares Each share of common stock, $.01 par value per share (“Company Common Stock”), and convertible preferred stock, $.01 par value per share Stock (“Company Preferred Stock”), of the Company that are owned by the Company as treasury stock and any shares of Company Common Stock or being hereinafter collectively referred to as “Company Preferred Stock Shares”) held in the treasury of the Company and any Company Shares owned by the Parent, the Transitory Subsidiary Parent or by any other direct or indirect wholly-owned Subsidiary of Parent or the Parent Company (including any Company Shares issued by the Company pursuant to a stock option) immediately prior to the Effective Time shall be cancelled canceled and shall cease to exist extinguished without any conversion thereof and no stock of the Parent or other consideration payment shall be delivered in exchange thereformade with respect thereto.

Appears in 1 contract

Sources: Merger Agreement (Pacific Ethanol, Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares Each issued and outstanding share of common stock, $.01 par value $.001 per share share, of the Company (“Company Common Stock”)) that is owned by the Company, and convertible preferred stocka Company Subsidiary, $.01 par value per share (“Company Preferred Stock”), Parent or Merger Sub or held in the treasury of the Company that are owned by the Company as treasury stock (collectively, “Excluded Shares”) shall automatically be canceled and any shares of Company Common Stock or Company Preferred Stock owned by the Parent, the Transitory Subsidiary or any other wholly-owned Subsidiary of the Parent immediately prior to the Effective Time shall be cancelled retired and shall cease to exist exist, and no stock of the Parent or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Sources: Merger Agreement (Riviera Holdings Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares of common stock, $.01 par value $0.001 per share share, of the Company (“Company Common Stock”), and convertible preferred stock, $.01 par value per share (“Company Preferred Stock”), of the Company ) that are owned by the Company as treasury stock and any shares of Company Common Stock or Company Preferred Stock owned by the Parent, the Transitory Subsidiary Parent or Merger Sub or any other wholly-owned Subsidiary direct or indirect Subsidiaries of the Parent immediately prior to the Effective Time shall will be cancelled and shall will cease to exist and no stock of the Parent or other consideration shall payment will be delivered in exchange thereformade with respect thereto.

Appears in 1 contract

Sources: Merger Agreement (Terayon Communication Systems)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares Each share of common stock, $.01 par value $0.01 per share (“Company Common Stock”), and convertible preferred stock, $.01 par value per share (“Company Preferred Stock”)share, of the Company (such shares, collectively, the “Shares”) that are owned is held by the Company as treasury stock and any shares of Company Common Stock or Company Preferred Stock each Share that is owned by the Parenta Company Subsidiary, the Transitory Subsidiary Parent or any other wholly-owned Subsidiary of the Parent Merger Sub immediately prior to the Effective Time shall (collectively, “Excluded Shares”) will no longer be cancelled outstanding and shall will automatically be canceled and will cease to exist exist, and no stock of the Parent or other consideration shall will be delivered in exchange therefor.

Appears in 1 contract

Sources: Merger Agreement (Lattice Semiconductor Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares Each share of common stock, $.01 par value $0.01 per share share, of the Company (the “Company Common Stock”), and convertible preferred stock, $.01 par value per share (“Company Preferred Stock”), any other shares of capital stock of the Company Company, that are is owned by the Company as treasury stock and or any shares Subsidiary of the Company Common Stock or Company Preferred Stock owned by the Parent, the Transitory Subsidiary Merger Sub or any other wholly-owned Subsidiary of the Parent immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist be outstanding, and no stock of the Parent or other consideration Merger Consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Sources: Merger Agreement (Barr Pharmaceuticals Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. All shares Each share of common stock, $.01 par value $0.01 per share (“Company Common Stock”), and convertible preferred stock, $.01 par value per share (“Company Preferred Stock”)share, of the Company (the “Common Stock”) that are is owned by the Company as treasury stock or its wholly-owned Subsidiaries, Parent or Merger Sub and any shares each share of Company Common Stock or Company Preferred Stock that is owned by the Parent, the Transitory Subsidiary Company or any other its wholly-owned Subsidiary of the Subsidiaries, Parent immediately prior to the Effective Time or Merger Sub shall automatically be cancelled canceled and retired and shall cease to exist exist, and no stock of the Parent or other consideration shall be delivered in exchange therefor.

Appears in 1 contract

Sources: Merger Agreement (Verint Systems Inc)