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

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

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Bright Horizons Family Solutions Inc), Agreement and Plan of Merger (Huizenga H Wayne), Agreement and Plan of Merger (Boca Resorts Inc)

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

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Prime Hospitality Corp), Agreement and Plan of Merger (Prime Hospitality Corp), Agreement and Plan of Merger (Extended Stay America Inc)

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

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Psychiatric Solutions Inc), Agreement and Plan of Merger (Universal Health Services Inc)

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

Appears in 2 contracts

Samples: Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Mapquest Com Inc)

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

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Correctional Services Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share held in the treasury of the Company and each Share that is owned by the Company, Parent, Holding, Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or Subsidiary of the Company or Parent immediately prior to the Effective Time shall automatically be canceled without any conversion thereof and retired and shall cease to exist, and no payment or distribution consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Osi Pharmaceuticals Inc), Agreement and Plan of Merger (Astellas Pharma Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share share of Common Stock owned or held in the treasury of by the Company and each Share or any of its wholly-owned Subsidiaries or by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company its Subsidiaries immediately prior to before the Effective Time (collectively, the “Excluded Shares”) shall automatically be canceled automatically without any conversion thereof and shall cease to exist, and no payment consideration or distribution shall be paid or made with respect theretofor those Excluded Shares.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (LD Commodities Sugar Holdings LLC), Agreement and Plan of Merger (Imperial Sugar Co /New/)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share held in the treasury of the Company and each Share owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary Subsidiary of Parent or of the Company immediately prior to the Effective Time shall will be cancelled automatically be canceled without any conversion thereof and no payment or distribution consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Landrys Restaurants Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share held in the treasury of the Company and each Share owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time and not owned on behalf of a third person shall automatically be canceled 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 (Synagro Technologies Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share held in the that is owned directly or indirectly by Company as treasury of the Company and each Share owned stock or by Parent, Merger Sub, Parent Sub or any direct or indirect wholly owned subsidiary other Subsidiary (as defined in Section 3.1(a)) of Parent or of the Company immediately prior to the Effective Time shall (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be canceled without any conversion thereof cancelled and retired and shall cease to exist, and no payment cash or distribution other consideration shall be made with respect theretodelivered in exchange therefore.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PeopleSupport, Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share held in the treasury of the Company and each Share owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall automatically will be canceled automatically 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 (Landrys Restaurants Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share share of Company Stock held in the treasury of the Company and each Share share of Company Stock owned or held, directly or indirectly, by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company or its Subsidiaries or Parent, Merger Sub or their respective Subsidiaries, in each case immediately prior to the Effective Time Time, shall automatically be canceled and retired without any conversion thereof and no payment of cash or any other distribution shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Airxcel Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share share of Company Stock held in the treasury of the Company Company, if any, and each Share share of Company Stock, if any, owned by Parent or Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company in each case immediately prior to the Effective Time Time, shall automatically be canceled 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 (Generex Biotechnology Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share held in the treasury of the Company and each Share owned by Merger Sub, Intermediate Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall automatically be canceled 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 (Swank, Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share held in the treasury of the Company and each Share owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary Subsidiary of Parent or of the Company immediately prior to the Effective Time and not held or owned on behalf of a third person shall automatically be canceled automatically 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 (Ameron International Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share held in the treasury share of the Company and each Share Parent Stock owned by Merger Sub, Sub or by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company that is issued and outstanding immediately prior to the Effective Time (collectively, the “Excluded Shares”) shall be automatically be canceled without any conversion thereof and shall cease to exist, and no payment shares of Sub capital stock or distribution other consideration shall be made with respect theretopaid in exchange for those Excluded Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Incara Inc)

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Cancellation of Treasury Stock and Parent-Owned Stock. Each Share held in At the treasury Effective Time, by virtue of the Merger and without any action on the part of the Parent, the Company, any holder of Company Stock or any other Person, each share of Company Stock that is owned by the Company as treasury stock and each Share share of Company Stock that is owned by Merger Subthe Parent, Parent Transitory Subsidiary or any other wholly-owned direct or indirect wholly owned subsidiary of the Parent or as of the Company immediately prior to the Effective Time shall automatically be canceled without any conversion thereof cancelled and shall cease to exist and no payment or distribution consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Solid Biosciences Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share share of Company Common Stock and Preferred Stock held in the treasury of the Company and each Share share owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall automatically be canceled 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 (Geo Group Inc)

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

Appears in 1 contract

Samples: Agreement and Plan of Merger (BlueLinx Holdings Inc.)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share held in the treasury of the Company and each Share owned directly or indirectly by Merger Sub, Parent or any direct subsidiary or indirect wholly owned subsidiary of Parent or of the Company affiliated entity thereof, immediately prior to the Effective Time shall automatically be canceled without any conversion thereof and no payment or distribution consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Devcon International Corp)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share held in At the treasury Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company, any holder of Company Stock or any other Person, each share of Company Stock that is owned by the Company as treasury stock and each Share share of Company Stock that is owned by Merger SubParent, Parent Transitory Subsidiary or any other wholly-owned direct or indirect wholly owned subsidiary of Parent or as of the Company immediately prior to the Effective Time shall automatically be canceled without any conversion thereof cancelled and shall cease to exist and no payment or distribution consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Eliem Therapeutics, Inc.)

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

Appears in 1 contract

Samples: Agreement and Plan of Merger (Industrial Distribution Group Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share share of Company Stock held in the treasury of the Company and each Share share of Company Stock owned or held, directly or indirectly, by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company or its Subsidiaries or Parent, Merger Sub or their respective Subsidiaries, in each case, immediately prior to the Effective Time Time, shall automatically be canceled and retired without any conversion thereof and no payment of cash or any other distribution or consideration shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fastentech Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share All Company Shares that are (i) held in the treasury of by the Company and each Share as treasury shares or (ii) owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company its Subsidiaries, in each case immediately prior to the Effective Time Time, shall automatically be canceled without any conversion thereof cancelled and retired and shall cease to exist, and no payment or distribution consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Merger Agreement (DST Systems Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. Each ----------------------------------------------------- Company Common Share held in the treasury of that is owned directly by the Company and each Share owned by Merger Sub(as treasury stock), Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company Merger Sub immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, without payment of any conversion thereof and no payment or distribution shall be made with consideration in respect theretothereof.

Appears in 1 contract

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

Cancellation of Treasury Stock and Parent-Owned Stock. Each Share held in the treasury of that is owned by the Company and each Share owned by Merger Sub(as treasury stock), Parent or any direct or indirect wholly owned subsidiary Subsidiary of Parent or of the Company (including Merger Sub) immediately prior to the Effective Time shall automatically be canceled without any conversion thereof cancelled and retired and shall cease to exist and no payment or distribution consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Summa Industries/)

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