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

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 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)

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Cancellation of Treasury Stock and Parent-Owned Stock. (ia) 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 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. (i) 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 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. (i) Each Share held in the treasury of the Company and each Share owned by Merger Sub, Parent Sub or any direct or indirect wholly owned subsidiary of Parent 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. (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 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 (Correctional Services Corp), Agreement and Plan of Merger (Geo Group Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. (i) 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 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. (i) 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 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. (i) 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 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)

Cancellation of Treasury Stock and Parent-Owned Stock. (i) 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 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. (i) 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 (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/)

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 Subsidiary of Parent 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. (i) 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 the Company or its Subsidiaries or Parent, Merger SubSub or their respective Subsidiaries, Parent or any direct or indirect wholly owned subsidiary of Parent 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. (i) Each Share held that is owned directly or indirectly by Company as treasury stock or by Parent, Merger Sub or any other Subsidiary (as defined in the treasury Section 3.1(a)) of the Company and each Share owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent 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. (i) 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 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. (i) 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 as of 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. (i) 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 the Company or its Subsidiaries or Parent, Merger SubSub or their respective Subsidiaries, Parent or any direct or indirect wholly owned subsidiary of Parent 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)

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

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bertuccis Inc)

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 Subsidiary of Parent 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. All Company Shares that are (i) Each Share 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 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. (i) 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 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. (i) 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 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. (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 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. (i) Each Share held in the treasury share of capital stock of the Company and each Share that is directly owned by Merger Subthe Company, Parent Purchaser or any direct or indirect wholly owned subsidiary of Parent Sub immediately prior to the Effective Time shall automatically be canceled without any conversion thereof 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 (Prosper Marketplace, Inc)

Cancellation of Treasury Stock and Parent-Owned Stock. (i) 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 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. (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 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)

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