Rights as Stockholders; Stock Transfers. From and after the Effective Time, shares of CAC Common Stock shall be no longer outstanding and shall automatically be canceled and shall cease to exist, and holders of certificates (each, an “Old Certificate”) formerly representing shares of CAC Common Stock issued and outstanding immediately prior to the Effective Time will cease to be, and will have no rights as, stockholders of CAC, other than rights to receive (without interest) (i) any then-unpaid dividend or other distribution with respect to such CAC Common Stock having a record date before the Effective Time and (ii) the consideration to which such holders are entitled in accordance with this Article III. After the Effective Time, there will be no transfers of shares of CAC Common Stock on the stock transfer books of CAC or the Surviving Entity, and shares of CAC Common Stock presented to CEC or the Surviving Entity for any reason will be canceled and exchanged in accordance with this Article III. Notwithstanding anything in this Section 3.2 to the contrary, at the Effective Time and by virtue of the Merger, each share of CAC Common Stock beneficially owned by CEC (other than shares held in a trust, fiduciary, or nominee capacity or as a result of debts previously contracted) or held in CAC’s treasury will be canceled and retired and will cease to exist, and no shares of CEC Common Stock will be issued in exchange therefor.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp), Agreement and Plan of Merger (Caesars Acquisition Co)
Rights as Stockholders; Stock Transfers. From and after the Effective Time, shares of CAC NAL Common Stock shall be no longer outstanding and shall automatically be canceled and shall cease to exist, and holders of certificates (each, an “Old Certificate”) formerly representing shares of CAC NAL Common Stock issued and outstanding immediately prior to the Effective Time will cease to be, and will have no rights as, stockholders of CACNAL, other than rights to receive (without interest) (i1) any then-unpaid dividend or other distribution with respect to such CAC NAL Common Stock having a record date before the Effective Time and (ii2) the consideration to which such holders are entitled in accordance with this Article IIIIII (or as to Dissenting Shares, such rights as provided by the DGCL). After the Effective Time, there will be no transfers of shares of CAC NAL Common Stock on the stock transfer books of CAC NAL or the Surviving Entity, and shares of CAC NAL Common Stock presented to CEC FNFG or the Surviving Entity for any reason will be canceled and exchanged in accordance with this Article III. Notwithstanding anything in this Section 3.2 3.01 to the contrary, at the Effective Time and by virtue of the Merger, each share of CAC NAL Common Stock beneficially owned by CEC FNFG (other than shares held in a trust, fiduciary, or nominee capacity or as a result of debts previously contracted) or held in CACNAL’s treasury will be canceled and retired and will cease to exist, and no shares of CEC Common FNFG Stock or any other consideration will be issued or paid in exchange therefor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Newalliance Bancshares Inc), Agreement and Plan of Merger (First Niagara Financial Group Inc)
