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

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares ----------------------------------------------------- that are owned by the Company as treasury stock and any Shares owned by Parent, the Purchaser or any other wholly-owned Subsidiary of Parent shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sage Group PLC), Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Cheap Tickets Inc)

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Cancellation of Treasury Stock and Parent-Owned Stock. All Shares ----------------------------------------------------- that are Each ---------------------------------------------------- share of Company Common Stock owned by the Company as treasury stock and stock, any Shares owned by Company Subsidiary, the Parent, the Purchaser 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

Samples: Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Otg Software Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. All Each share of capital stock of the Company (including, without limitation, the Shares ----------------------------------------------------- that are purchased pursuant to the Offer) owned by the Company as treasury stock and or any Shares owned by Subsidiary of the Company, Parent, the Purchaser Sub or any other wholly-owned Subsidiary (as defined in Section 10.3) of Parent (other than the shares into which the outstanding 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

Samples: Agreement and Plan of Merger (Scotsman Industries Inc), Agreement and Plan of Merger (Kysor Industrial Corp /Mi/)

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares ----------------------------------------------------- that are Each share of Company Common Stock owned by the Company as treasury stock and stock, any Shares owned by Company Subsidiary, Parent, the Purchaser 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

Samples: Iii Agreement and Plan of Merger (Valueclick Inc/Ca), Agreement and Plan of Merger (Be Free Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares ----------------------------------------------------- shares of Company Common Stock that are owned by the Company as treasury stock stock, all shares of Company Common Stock owned by any Subsidiary (as defined in Section 3.1) of the Company and any Shares shares of Company Common Stock owned by Parent, the Purchaser or any other wholly-wholly owned Subsidiary of Parent shall be cancelled and retired and shall cease to exist, exist and no consideration shall be delivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Consolidated Cigar Holdings Inc), Agreement and Plan of Merger (Societe Nationale D Exploitation Indus Des Tabacs Et Allumet)

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares ----------------------------------------------------- Each Share or Preferred Share that are is owned directly or indirectly by the Company as treasury stock and any Shares owned or by Parent, the Purchaser Merger Sub or any other wholly-owned Subsidiary (as defined in Section 3.1(a)) of Parent shall or Company immediately prior to the Effective Time (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, 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

Samples: Agreement and Plan of Merger (Francisco Partners II LP), Agreement and Plan of Merger (Quadramed Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. All ----------------------------------------------------- Shares ----------------------------------------------------- that are owned by the Company as treasury stock and any Shares owned by Parent, the Purchaser or any other wholly-owned Subsidiary of Parent shall be cancelled and retired and shall cease to existretired, and no consideration shall be delivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lee Sara Corp), Agreement and Plan of Merger (Lee Sara Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares Each ----------------------------------------------------- Share that are is owned by the Company as treasury stock or any subsidiary and any Shares each Share that is owned by Parent, the Purchaser Parent or any other wholly-owned Subsidiary of Parent 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

Samples: Agreement and Plan of Merger (Incontrol Inc), Agreement and Plan of Merger (Guidant Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares Each ----------------------------------------------------- share of the Company Common Stock that are is owned by the Company as treasury stock or by any subsidiary of the Company and any Shares each share of the Company Common Stock that is owned by Parent, the Purchaser Sub or any other wholly-owned Subsidiary subsidiary of Parent shall automatically be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Micron Technology Inc), Agreement and Plan of Merger (Netframe Systems Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares ----------------------------------------------------- that are owned 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 as treasury stock and any Shares Common Stock then owned by Parent, the Purchaser REIT Merger Sub or any other wholly-owned Subsidiary subsidiary of Parent (except for shares owned 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

Samples: Agreement (RFS Hotel Investors Inc), Agreement (CNL Hospitality Properties Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares Each share ----------------------------------------------------- of Company Common Stock that are is owned by the Company as treasury stock or by any subsidiary of the Company and any Shares each share of Company Common Stock that is owned by Parent, the Purchaser Sub or any other wholly-owned Subsidiary subsidiary of Parent immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, exist without any conversion thereof and no consideration shall be delivered in exchange thereforwith respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Buy Com Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares ----------------------------------------------------- Each Share that are is owned by the Company as treasury stock and any Shares owned by Company, Parent, the Purchaser Merger Sub or any other wholly-owned Subsidiary of Parent (such Shares, the “Cancelled Shares”) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bioverativ Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares Each share ----------------------------------------------------- of the Common Stock of the Company that are is owned by the Company as treasury stock and any Shares each Share that is owned by Parent, the Purchaser Sub or any other wholly-direct or indirect wholly owned Subsidiary subsidiary of Parent 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

Samples: Agreement and Plan of Merger (Three Rivers Acquisition Corp)

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Cancellation of Treasury Stock and Parent-Owned Stock. All Shares ----------------------------------------------------- shares of Company Common Stock that are owned by the Company as treasury stock and any Shares shares of Company Common Stock owned by Parent, the Purchaser Merger Sub or any other direct or indirect wholly-owned Subsidiary subsidiary of Parent 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

Samples: Agreement and Plan of Merger (Mirage Resorts Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares Each share ----------------------------------------------------- of Company Common Stock that are is owned by the Company as treasury stock or by any subsidiary (defined in Section 3.1(c)) of the Company and any Shares each share of Company Common Stock that is owned by Parent, the Purchaser Merger Subsidiary or any other wholly-owned Subsidiary subsidiary of Parent 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

Samples: Physician Support Systems Inc

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares ----------------------------------------------------- that are Each share of Company Common Stock and Company Preferred Stock owned by the Company as treasury stock and stock, any Shares owned by Company Subsidiary, Parent, the Purchaser 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

Samples: Agreement and Plan of Merger and Reorganization (Chell Group Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares Each Share ----------------------------------------------------- that are owned by the Company as treasury stock or by any Company Subsidiary and any Shares each Share owned by Parent, the 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

Samples: Agreement and Plan of Merger (Electronics for Imaging Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares Each Share that ----------------------------------------------------- is owned by or held in the treasury of the Company and each Share that are is owned by the Company as treasury stock and any Shares owned by Parent, the Purchaser or any other wholly-direct or indirect wholly owned Subsidiary subsidiary of the Parent or the Company 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

Samples: Agreement and Plan of Merger (Benfield Greig Group PLC)

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares Each ----------------------------------------------------- that are share of Company Common Stock owned by the Company as treasury stock and stock, any Shares owned by Company Subsidiary, Parent, the Purchaser 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

Samples: Agreement and Plan of Merger (Mediaplex Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. All Shares Each share of ----------------------------------------------------- Company Common Stock that are is owned by the Company as treasury stock or by a wholly owned subsidiary of the Company and any Shares each share of Company Common Stock that is owned by Parent, the Purchaser Merger Sub or any other wholly-wholly owned Subsidiary subsidiary of Parent 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

Samples: Agreement and Plan of Merger (Zhone Technologies Inc)

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