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

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

Appears in 7 contracts

Samples: Affiliate Agreement (Inktomi Corp), Agreement and Plan of Reorganization (Summit Design Inc), Agreement and Plan of Reorganization (Critical Path Inc)

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Cancellation of Parent-Owned and Company-Owned Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto, each share ---------------------------------------------------- of Company Capital Stock owned by Parent, Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company thereof immediately prior to the Effective Time Time, shall be canceled cancelled and extinguished without any conversion thereof.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Goto Com Inc), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Non Competition Agreement (Cypress Semiconductor Corp /De/)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

Appears in 3 contracts

Samples: Employment Continuation Agreement (Sanctuary Woods Multimedia Corp), Agreement and Plan of Reorganization (Niku Corp), Agreement and Plan of Reorganization (Zapworld Com)

Cancellation of Parent-Owned and Company-Owned Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto, each share ---------------------------------------------------- of Company Capital Stock owned by Parent, Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company thereof, immediately prior to the Effective Time shall be canceled cancelled and extinguished without any conversion thereof.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Polycom Inc), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Cancellation of Parent-Owned and Company-Owned Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto, each share ---------------------------------------------------- of capital stock of the Company Capital Stock owned by Parent, Merger Sub, Parent, the Company or any direct or indirect wholly-wholly owned subsidiary of Parent or of the Company thereof immediately prior to the Effective Time Time, shall be canceled cancelled and extinguished without any conversion thereof.

Appears in 2 contracts

Samples: Agreement of Merger (Digital Impact Inc /De/), Agreement and Plan of Reorganization (Digital Impact Inc /De/)

Cancellation of Parent-Owned and Company-Owned Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company, the holders of any shares of Company Capital Stock, or the holders of any capital stock of Merger Sub, each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereofthereof and no consideration shall be delivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Concord Communications Inc), Agreement and Plan of Reorganization (Red Hat Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

Appears in 2 contracts

Samples: Stockholders Agreement (Genstar Therapeutics Corp), Agreement and Plan of Reorganization (Quickturn Design Systems Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands), Agreement and Plan of Reorganization (Seagate Technology Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, Parent or the Company or any direct or indirect wholly-owned subsidiary Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be automatically canceled and extinguished without any conversion thereofthereof and without any further action on the part of Parent, Merger Sub or the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Double Eagle Petroleum Co), Agreement and Plan of Merger (Petrosearch Energy Corp)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Share that Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary Subsidiary of Parent or of the Company owns immediately prior to the Effective Time shall will be canceled and extinguished without any conversion thereofconversion.

Appears in 1 contract

Samples: Merger Agreement (Iris International Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock Common owned by Merger Sub, Parent, Parent or the Company or any direct or indirect wholly-owned subsidiary Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled automatically cancelled and extinguished at the Effective Time without any conversion thereofthereof and without any further action on the part of Parent, Merger Subsidiary or the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sigma Designs Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, Share held in the Company or any direct or indirect wholly-owned subsidiary of Parent or treasury of the Company and each Company Capital Share owned by Parent or Merger LLC immediately prior to the Effective Time shall be canceled cancelled and extinguished without any conversion thereof, and no payment or distribution shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arrowhead Research Corp)

Cancellation of Parent-Owned and Company-Owned Stock. Each share of ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, Parent or the Company or any direct or indirect wholly-owned subsidiary Subsidiary of Parent or of the Company Company, if any, immediately prior to the Effective Time shall be automatically canceled and extinguished without any conversion thereofthereof and without any further action on the part of Parent, Merger Sub or the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Magma Design Automation Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be automatically canceled and extinguished without any conversion thereofthereof and without any further action on the part of Parent or the Company.

Appears in 1 contract

Samples: Merger Agreement and Plan (Google Inc.)

Cancellation of Parent-Owned and Company-Owned Stock. Each Other than as set forth in this Agreement and the Merger Agreement, each share ---------------------------------------------------- of or right to acquire Company Capital Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Artisan Components Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each ---------------------------------------------------- share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Parent or the Company or any direct or indirect wholly-owned subsidiary Subsidiary of the Parent or of the Company immediately prior to the Effective Time shall be automatically canceled and extinguished without any conversion thereofconsideration in respect thereof and without any further action on the part of the Parent, Merger Sub or the Company.

Appears in 1 contract

Samples: Stamps Com Inc

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, Parent or the Company or any direct or indirect wholly-owned subsidiary Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be automatically canceled and extinguished without any (i) conversion thereofthereof or (ii) further action on the part of Parent or the Company or any Subsidiary of Parent or the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Emulex Corp /De/)

Cancellation of Parent-Owned and Company-Owned Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto, each share ---------------------------------------------------- of Company Capital Stock owned by Parent, Merger Sub, Parent, the Company or any direct or indirect wholly-wholly owned subsidiary of Parent or of the Company Subsidiary thereof immediately prior to the Effective Time Time, shall be canceled cancelled and extinguished without any conversion thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Business Objects Sa)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, Parent or the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company their respective Subsidiaries immediately prior to the Effective Time shall be canceled automatically, without any further action of the Parent or the Company, cancelled and extinguished without any further action on the part of Parent or the Company and without any conversion thereofthereof and no consideration shall be delivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Criteo S.A.)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-wholly owned subsidiary Subsidiary of Parent or of the Company immediately prior to at the Effective Time shall be canceled and extinguished without any conversion thereofthereof or consideration therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Citrix Systems Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each At the ---------------------------------------------------- Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto, each share ---------------------------------------------------- of Company Capital Stock owned by Parent, Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company thereof immediately prior to the Effective Time Time, shall be canceled cancelled and extinguished without any conversion thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ibeam Broadcasting Corp)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Common Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Software Com Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- All shares of Company Capital Stock that are owned directly or indirectly by Merger Sub, Parent, the Company or any direct subsidiary of the Company, or indirect wholly-owned by Parent or any subsidiary of Parent, shall be cancelled and extinguished, and no stock of Parent or of the Company immediately prior to the Effective Time other consideration shall be canceled and extinguished without any conversion thereofdelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mindspeed Technologies, Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each Immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto, each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-wholly owned subsidiary of Parent or of the Company thereof immediately prior to the Effective Time Time, including, but not limited to, Company Series A Preferred Stock, shall be canceled cancelled and extinguished without any conversion thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rational Software Corp)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned held by Merger Sub, Parent, Parent or the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled cancelled and extinguished without as of the Effective Time and shall not be converted into the right to receive any conversion thereofportion of the Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Taleo Corp)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereofthereof or consideration therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (U S Wireless Data Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto, each share ---------------------------------------------------- of Company Capital Stock owned by Parent, Merger Sub, Parent, the Company or any direct or indirect wholly-wholly owned subsidiary of Parent or of the Company thereof immediately prior to the Effective Time Time, shall be canceled cancelled and extinguished without any conversion thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Tibco Software Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company, the holders of any shares of Company Capital Common Stock, or the holders of any capital stock of Merger Sub, each share of Company Common Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereofthereof and no consideration shall be delivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Appliedtheory Corp)

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Cancellation of Parent-Owned and Company-Owned Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto, each share ---------------------------------------------------- of Company Capital Stock owned by Parent, Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company thereof immediately prior to the Effective Time Time, shall be canceled cancelled and extinguished without any conversion thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ibeam Broadcasting Corp)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock Stock, if any, owned by Merger Sub, Parent, Parent or the Company or any direct or indirect wholly-owned subsidiary Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be automatically canceled and extinguished without any conversion thereofthereof and without any further action on the part of Parent, Merger Sub or the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Level One Communications Inc /Ca/)

Cancellation of Parent-Owned and Company-Owned Stock. Each ---------------------------------------------------- share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Level 8 Systems)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, that Parent, the Company or any direct or indirect wholly-owned subsidiary Subsidiary of Parent or of the Company owns immediately prior to the Effective Time shall will be canceled and extinguished without any conversion thereofconversion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Issuer Direct Corp)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, Parent or the Company or any direct or indirect wholly-owned subsidiary Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be automatically canceled and extinguished without any conversion thereofthereof and without any further action on the part of Parent, Merger Sub or the Company.

Appears in 1 contract

Samples: Affiliate Agreement (Level One Communications Inc /Ca/)

Cancellation of Parent-Owned and Company-Owned Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto, each share ---------------------------------------------------- of Company Capital Stock owned by Parent, Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company thereof immediately prior to the Effective Time Time, shall be canceled cancelled and extinguished without any conversion thereofthereof or consideration therefor.

Appears in 1 contract

Samples: Voting Agreement (Cypress Semiconductor Corp /De/)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger SubSub 1, Parent, the Company Company, or any direct or indirect wholly-owned subsidiary of Parent or Subsidiary of the Company or of Parent immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hologic Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Company Chili!Soft or any direct or indirect wholly-wholly owned subsidiary of Parent or of the Company Chili!Soft immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

Appears in 1 contract

Samples: Form of Agreement of Merger (Cobalt Networks Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- All shares of Company Capital Stock that are owned directly or indirectly by Merger Sub, Parent, the Company or any direct subsidiary of the Company, or indirect wholly-owned by Parent 2 or any subsidiary of Parent, shall be cancelled and extinguished, and no stock of Parent or of the Company immediately prior to the Effective Time other consideration shall be canceled and extinguished without any conversion thereofdelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Inktomi Corp)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Common Stock owned by or Company Option that Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary Subsidiary of Merger Sub, Parent or of the Company owns, or holds in treasury, immediately prior to the Effective Time shall will be canceled and extinguished without any conversion thereofconversion.

Appears in 1 contract

Samples: Merger Agreement (Pet DRx CORP)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Share that Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company owns immediately prior to the Effective Time shall will be canceled and extinguished without any conversion thereofextinguished, and no payment or distribution will be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wellpoint Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Common Stock owned by Merger Sub, Parent, Parent or the Company or any direct or indirect wholly-owned subsidiary Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be automatically canceled and extinguished without any (i) conversion thereofthereof into the right to receive the Merger Consideration or (ii) further action on the part of Parent or the Company.

Appears in 1 contract

Samples: Agreement And (Safenet Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each Notwithstanding anything expressed or implied to the contrary, each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, Parent or the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be automatically canceled and extinguished without any conversion thereofthereof and without any further action on the part of Parent or the Company and shall not be entitled to any portion of the Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Luna Innovations Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-wholly owned subsidiary of Parent or of the Company immediately prior to at the Effective Time shall be canceled and extinguished without any conversion thereofthereof or consideration therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citrix Systems Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereofthereof or consideration therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citrix Systems Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cirrus Logic Inc)

Cancellation of Parent-Owned and Company-Owned Stock. Each share ---------------------------------------------------- of Company Capital Stock owned by Merger Sub, Parent, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereofthereof or consideration therefore.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citrix Systems Inc)

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