Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 7 contracts
Samples: Agreement and Plan of Merger and Reorganization (SendGrid, Inc.), Agreement and Plan of Merger (Science Applications International Corp), Agreement and Plan of Merger (Advaxis, Inc.)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 6 contracts
Samples: Agreement of Merger (Plumas Bancorp), Agreement and Plan of Merger (BayCom Corp), Agreement and Plan of Reorganization and Merger (BayCom Corp)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(f).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Idenix Pharmaceuticals Inc), Agreement and Plan of Merger (Exelon Corp)
Cancellation of Excluded Shares. Each At the Effective Time, each Excluded Share shallShare, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, shall cease to be outstanding, shall be cancelled without canceled and retired, and no shares of stock or other securities of Alphabet or the Surviving Corporation shall be issuable, and no payment of any or other consideration therefor and shall cease to existbe made or paid, in respect thereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Albertsons Inc /De/), Agreement and Plan of Merger (Albertsons Inc /De/), Agreement and Plan of Merger (American Stores Co /New/)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Initial Merger and without any action on the part of the Company, Parent, the Merger Sub Subs or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Twenty-First Century Fox, Inc.), Agreement and Plan of Merger (Walt Disney Co/), Agreement and Plan of Merger
Cancellation of Excluded Shares. Each Subject to Section 4.4, each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Discovery Communications, Inc.), Voting Agreement (Discovery Communications, Inc.), Voting Agreement (Newhouse Broadcasting Corp)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist.
Appears in 4 contracts
Samples: And Restated Agreement and Plan of Merger (Archipelago Holdings Inc), Agreement and Plan of Merger (Archipelago Holdings Inc), Agreement and Plan of Merger (Archipelago Holdings Inc)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub Parties or the any holder thereofof any Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have pursuant to Section 4.7.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Majesco), Paying Agent Agreement (Majesco), Agreement and Plan of Merger (Verifone Systems, Inc.)
Cancellation of Excluded Shares. Each Subject to Section 4.3, each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Front Yard Residential Corp), Agreement and Plan of Merger (Athenahealth Inc), Agreement and Plan of Merger (Front Yard Residential Corp)
Cancellation of Excluded Shares. Each Excluded Share shallAt the Effective Time, by virtue as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof any limited liability company interest of the Company, each Excluded Share shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to existexist as of the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cheniere Energy Inc), Agreement and Plan of Merger (Cheniere Energy Inc), Agreement and Plan of Merger (Cheniere Energy Partners LP Holdings, LLC)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, will cease to be outstanding, shall will be cancelled without payment of any consideration therefor therefor, and shall will cease to exist.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (KBS Strategic Opportunity REIT, Inc.), Agreement and Plan of Merger (Forest City Realty Trust, Inc.), Agreement and Plan of Merger (Reven Housing REIT, Inc.)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the CompanyIris, ParentMeadow, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Infinity Pharmaceuticals, Inc.), Agreement and Plan of Merger (Infinity Pharmaceuticals, Inc.), Agreement and Plan of Merger (MEI Pharma, Inc.)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject only to any rights the holder thereof may have under Section 2.02(f).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Unionbancal Corp), Agreement and Plan of Merger (Pacific Capital Bancorp /Ca/)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(g).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Collective Brands, Inc.), Agreement and Plan of Merger (Rue21, Inc.), Agreement and Plan of Merger (Wolverine World Wide Inc /De/)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Exelis Inc.), Agreement and Plan of Merger (Harris Corp /De/), Agreement and Plan of Merger (Coleman Cable, Inc.)
Cancellation of Excluded Shares. Each Excluded Share (other than Excluded Shares held by Parent) shall, by virtue as a result of the Merger and without any action on the part of the Companyholder of such Excluded Share, Parent, Merger Sub or as of the holder thereofEffective Time, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist. Each Excluded Share held by Parent shall, as a result of the Merger, become and be converted into one share of common stock, par value $0.001 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Spectra Energy Corp.), Agreement and Plan of Merger, Agreement and Plan of Merger (Destination Maternity Corp)
Cancellation of Excluded Shares. Each Subject to Section 4.3, each Excluded Share shall, by virtue of the Initial Merger and without any action on the part of the Company, Parent, Merger Sub Subs or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Time Warner Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (At&t Inc.)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and retired and shall cease to existexist as of the Effective Time, and no consideration shall be delivered in exchange therefor or in respect thereof, subject to any rights the holder thereof may have under Section 2.5(h).
Appears in 3 contracts
Samples: Separation and Merger Agreement (Coca Cola Co), Separation and Merger Agreement (Coca Cola Enterprises Inc), Business Separation and Merger Agreement (Coca-Cola Enterprises, Inc.)
Cancellation of Excluded Shares. Each Excluded Share shall(other than those cancelled in accordance with Section 2.8(b)), by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to the right of the Record Holder of any Dissenting Shares to receive the payment referred to in Section 2.7(f) with respect to such Dissenting Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alco Stores Inc), Vi Agreement and Plan of Merger (Interline Brands, Inc./De)
Cancellation of Excluded Shares. Each Excluded Share shall(other ------------------------------- than Dissenting Shares) issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, shall cease to be outstanding, outstanding and shall be cancelled canceled and retired without payment of any consideration therefor and shall cease to exist.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights that Dissenting Stockholders who are holders thereof may have under Section 4.2(f).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genlyte Group Inc), Agreement and Plan of Merger (Varsity Group Inc)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to existexist at the Effective Time.
Appears in 2 contracts
Samples: Bank Merger Agreement (Central Valley Community Bancorp), Bank Merger Agreement (Community West Bancshares /)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 3.2(f).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gilead Sciences Inc), Agreement and Plan of Merger (Pharmasset Inc)
Cancellation of Excluded Shares. Each Excluded Share (other than any Shares held by any Subsidiary of the Company, which shall not be cancelled and shall remain outstanding) shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(f).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Bowne & Co Inc)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to the right of the holder of any Excluded Share referred to in Section 4.1(a)(ii) to receive the payment to which reference is made in Section 4.2(f).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altria Group, Inc.), Agreement and Plan of Merger (Ust Inc)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, of such Excluded Share cease to be outstanding, shall outstanding be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(f).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viking Systems Inc), Agreement and Plan of Merger (Conmed Corp)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (FBR & Co.)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 2.3(f).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unified Grocers, Inc.), Agreement and Plan of Merger (Supervalu Inc)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(f) and the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medicis Pharmaceutical Corp), Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.)
Cancellation of Excluded Shares. Each Excluded Share referred to in Section 4.1(a) shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biomet Inc), Agreement and Plan of Merger (Biomet Inc)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 5.2(f).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stride Rite Corp), Agreement and Plan of Merger (Payless Shoesource Inc /De/)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(f).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Choicepoint Inc), Agreement and Plan of Merger (Reed Elsevier PLC)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub Parties or the any holder thereofof any Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rada Electronic Industries LTD), Agreement and Plan of Merger (Leonardo DRS, Inc.)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.3(h).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Priceline Com Inc), Agreement and Plan of Merger (KAYAK Software Corp)
Cancellation of Excluded Shares. Each Excluded Share shallowned by Parent, by virtue the Company or any direct or indirect wholly owned Subsidiary of the Merger and without any action on the part of the CompanyCompany (each, Parent, Merger Sub or the holder thereof, an “Excluded Share”) shall cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist.
Appears in 2 contracts
Samples: Purchase Agreement and Agreement and Plan of Merger (Ovation Acquisition I, L.L.C.), Purchase Agreement and Agreement and Plan of Merger (Energy Future Competitive Holdings Co LLC)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ACE LTD), Agreement and Plan of Merger (Interwoven Inc)
Cancellation of Excluded Shares. Each Excluded Share shallAt the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, each Excluded Share shall forthwith cease to be outstanding, outstanding and shall be cancelled without canceled and retired, and no shares of stock or other securities of Parent, the Company or the Surviving Corporation shall be issuable, and no payment of any or other consideration therefor and shall cease to existbe made or paid, in respect thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (El Paso Energy Corp/De), Agreement and Plan of Merger (Merck & Co Inc)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(f).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Optimer Pharmaceuticals Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
Cancellation of Excluded Shares. Each Subject to Section 4.3, each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Directv), Agreement and Plan of Merger (At&t Inc.)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue as a result of the Primary Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 1 contract
Cancellation of Excluded Shares. Each Excluded Share shallShare, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(f).
Appears in 1 contract
Cancellation of Excluded Shares. Each Excluded Company Share (other than such Excluded Company Shares that are owned by the Subsidiaries of the Company or of Parent which such Excluded Company Shares shall remain outstanding and unaffected by the Merger) shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to no longer be outstanding, shall be automatically cancelled and retired without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(g).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dobson Communications Corp)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub Purchaser or the holder thereof, cease to be outstanding, shall and be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Satsuma Pharmaceuticals, Inc.)
Cancellation of Excluded Shares. Each Excluded Share shallShare, by virtue of the Merger and without any action on the part of the CompanyHolder of such Excluded Share, Parent, Merger Sub or the holder thereof, shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KAR Auction Services, Inc.)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 4.2(f), except for Excluded Shares owned by Parent, the Company or any direct or indirect wholly owned subsidiary of Parent or the Company, and in each case not held on behalf of third parties, which shall remain outstanding and unaffected by the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anheuser-Busch Companies, Inc.)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Acquisition Sub, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 1 contract
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights that Dissenting Stockholders who are holders thereof may have under Section 4.2(f).
Appears in 1 contract
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have pursuant to Section 3.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Cancellation of Excluded Shares. Each Excluded Share shallShare, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub Sub, the Company or the holder thereofof such Excluded Share, shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apollo Education Group Inc)
Cancellation of Excluded Shares. Each Subject to Section 3.3, each Excluded Share outstanding as of immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vonage Holdings Corp)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights under Section 4.2(f) if the holder thereof is a Dissenting Stockholder.
Appears in 1 contract
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofany other Person, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 1 contract
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereofof such Excluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder thereof may have under Section 5.5(g).
Appears in 1 contract
Cancellation of Excluded Shares. Each Excluded Share referred to in Section 2.1(a) and each Share, if any, owned by the Company shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall automatically be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Command Security Corp)
Cancellation of Excluded Shares. Each At the Effective Time, each -------------------------------- Excluded Share shallShare, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, shall forthwith cease to be outstanding, shall be cancelled without canceled and retired, and no shares of stock or other securities of Parent or the Surviving Corporation shall be issuable, and no payment of any or other consideration therefor and shall cease to existbe made or paid, in respect thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pulsepoint Communications)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Shares, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder of any Dissenting Shares thereof may have under SECTION 2.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PRA Health Sciences, Inc.)
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist, subject to Section 2.6.8.
Appears in 1 contract
Cancellation of Excluded Shares. Each Excluded Share outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor thereof and shall cease to exist.
Appears in 1 contract
Cancellation of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holder of the holder thereofExcluded Share, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
Appears in 1 contract
