Cancellation of Common Stock. Effective as of the Effective Date, in exchange for the consideration provided in Section 1.2 hereof, the Stockholder agrees to waive any rights under the terms of the Agreement with respect to the Shares, which waiver the Stockholder understands and acknowledges shall include, without limitation, cancellation of the Shares.
Cancellation of Common Stock. Section 3.1 Cancellation of Common Stock in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Resources or the sole shareholder of Resources, (i) each issued and outstanding share of Common Stock shall be automatically cancelled, and (ii) each issued share, if any, held by Resources as a treasury share shall be cancelled without receipt of any consideration therefor.
Cancellation of Common Stock. As of the Effective Time, each share of Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.6(a) shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Common Stock not represented by certificates (“Book Entry Shares”) and the holders of certificates that, immediately prior to the Effective Time, represented shares of outstanding Common Stock (“Certificates”) shall cease to have any rights with respect thereto, except the right to receive, upon surrender of such Book-Entry Shares or Certificates in accordance with Article III, the Merger Consideration, without any interest thereon, for each such share of Common Stock held by them.
Cancellation of Common Stock. At the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall be cancelled and retired and shall cease to exist, and each holder of a share of Company Common Stock shall, subject to applicable Law, cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.2.
Cancellation of Common Stock. Immediately following the consummation of the transactions contemplated by Section 2.6, PubCo hereby redeems from Atlas Sand LLC, and Atlas Sand LLC hereby conveys, transfers and delivers to PubCo, the 1,000 shares of common stock of PubCo, par value $0.01 per share, issued to Atlas Sand LLC in connection with the incorporation of PubCo on February 3, 2022 (the “Initial Shares”) for an aggregate redemption price of $10.00. Atlas Sand LLC hereby irrevocably constitutes and appoints the Secretary of PubCo to transfer the Initial Shares on the books of PubCo with full power of substitution in the premises. Following their transfer to PubCo, the Initial Shares shall be deemed to have been cancelled and no longer be outstanding effective simultaneously with the issuance and sale by PubCo of Class A Shares at the initial closing of the IPO.
Cancellation of Common Stock. Upon surrender of each Certificate for shares of Company Common Stock (including, but not limited to, each share of Company Preferred Stock converted into Company Common Stock) and delivery by Parent of cash and the shares of Parent Common Stock as Initial Common Consideration to be delivered in exchange therefor, such Certificate for shares of Company Common Stock shall forthwith be cancelled. Until so surrendered, each Certificate representing shares of Company Common Stock (other than Certificates representing Dissenting Shares) shall be deemed for all corporate purposes to evidence only the right to receive upon such surrender or as promptly as practicable following the Second Payment Date, Third Payment Date or Fourth Payment Date, as the case may be (i) the aggregate number of shares into which the Company Common Stock represented thereby shall have been converted in accordance with the terms and upon the conditions of this Agreement, plus cash in lieu of fractional shares pursuant to Section 2.5(g) and (ii) any cash payments payable under Section 2.5(a) of this Agreement.
Cancellation of Common Stock. Immediately following the completion of the transactions set forth in Section 1.5, ProFrac Corp. shall and does hereby redeem from ProFrac LLC, and ProFrac LLC shall and does hereby transfer to ProFrac Corp., the 1,000 shares of common stock, par value $0.01 per share, of ProFrac Corp. outstanding on the Effective Date (the “Initial Shares”) for an aggregate redemption price of $10.00. ProFrac LLC hereby irrevocably constitutes and appoints the Secretary of ProFrac Corp. to transfer the Initial Shares on the books of ProFrac Corp. with full power of substitution in the premises. Once transferred to ProFrac Corp., the Initial Shares shall be cancelled and shall no longer be outstanding.
Cancellation of Common Stock. (i) At the Effective Time, each share of Common Stock converted into the Merger Consideration pursuant to Section 4.1(a) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate that immediately prior to the Effective Time represented any such shares of Common Stock (each, a "Certificate") (other than Excluded Shares, Appraisal Shares and Restricted Shares) shall thereafter represent only the right to receive the Merger Consideration upon surrender of such Certificate in accordance with this Article IV.
Cancellation of Common Stock. The Merger Agreement provides that, at the Effective Time, each issued and outstanding share of Common Stock, other than (i) Common Stock owned by the Company or its subsidiaries, (ii) Common Stock owned by Merger Sub (including 2,437,262 shares of Common Stock currently owned by the Management Shareholders to be contributed to Parent prior to the Merger) and (iii) Dissenting Shares, will be converted into the right to receive the Merger Consideration. All shares of Common Stock so converted will no longer be outstanding and will automatically be canceled and retired and will cease to exist. At the Effective Time, Common Stock owned by the Company or its subsidiaries and Common Stock owned by Merger Sub and its affiliates (including 2,437,262 shares of Common Stock currently owned by the Management Shareholders to be contributed to Parent prior to the Merger) will be canceled and retired without any consideration. In addition, the Merger Agreement provides that at the Effective Time, each issued and outstanding option to acquire Common Stock will be converted into the right to receive the Option Consideration, and each such option will automatically be canceled and retired and will cease to exist, in exchange for the right to receive the Option Consideration. Each share of Merger Sub's common stock issued and outstanding immediately prior to the Effective Time will be converted into and become fully paid and nonassessable shares of common stock, par value $0.01, of the Surviving Corporation upon the surrender of the certificates previously representing such shares of Merger Sub's common stock. BACKGROUND OF THE MERGER During 1998 and early 1999 the Board of Directors discussed concerns that the Company's stock price was undervalued in view of the Company's financial performance. Subsequently, the Board of Directors reviewed this matter, and in January and February, 1999, invited Tuckxx Xxxhxxx Xxxxxx Xxxl ("Tuckxx") xo make a presentation to the Board of Directors concerning alternatives that might be available to the Company to increase shareholder value. In February, 1999, Tuckxx xxxe its presentation to the Board of Directors. The Board of Directors considered this presentation and other factors deemed relevant by individual members of the Board of Directors and concluded at the time to take no specific action. The Board of Directors then communicated to management its concern and encouraged management to work towards enhancing shareholder value. In lat...
Cancellation of Common Stock. All shares of Common Stock shall cease to be outstanding and shall be cancelled and retired and shall cease to exist, and, in the case of book-entry shares (“Book-Entry Shares”), the names of the former registered holders shall be removed from the registry of holders of such shares, and, subject to Sections 2.1(a) and 2.3, each holder of Book-Entry Shares and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Common Stock (each, a “Certificate”) shall thereafter cease to have any rights with respect to such shares of Common Stock, except the right to receive the Merger Consideration in accordance with Section 2.4.
