Cancellation of Shares. At the Effective Time, all shares of Company Stock will cease to be outstanding and will be cancelled and retired and will cease to exist, and, subject to Section 3.03, each holder of a certificate formerly representing any such shares (each, a “Certificate”) will cease to have any rights with respect thereto, except, to the extent applicable, the right to receive a portion of the Merger Consideration in accordance with Section 3.01(d)(b) hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Real Goods Solar, Inc.), Agreement and Plan of Merger (Real Goods Solar, Inc.)
Cancellation of Shares. At the Effective Time, all shares of Company Stock will cease to Shares (other than Excluded Shares) shall no longer be outstanding and will all such Shares (other than Excluded Shares) shall automatically be cancelled and retired and will shall cease to exist, and, subject to Section 3.033.3, each holder of a certificate formerly representing any such shares Shares (each, a “Certificate”) will shall cease to have any rights with respect thereto, except, to the extent applicable, except the right to receive a portion of the Merger Consideration Consideration, without interest, in accordance with Section 3.01(d)(b) hereof3.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stiefel Laboratories, Inc.), Agreement and Plan of Merger (Barrier Therapeutics Inc)
Cancellation of Shares. At the Effective Time, all shares of Company Stock All Shares when converted in accordance with Section 3.1(b) will cease to no longer be outstanding and all such Shares will automatically be cancelled and retired and will cease to exist, and, subject to Section 3.033.3, each holder of a certificate formerly representing any such shares Shares (each, a “Certificate”) will cease to have any rights with respect thereto, except, to the extent applicable, except the right to receive a portion of the Merger Consideration in accordance with Section 3.01(d)(b) hereofthis Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Fiber Systems, Inc.), Agreement and Plan of Merger (Fibernet Telecom Group Inc\)
Cancellation of Shares. At the Effective TimeAll Shares, all shares of Company Stock when converted as described in Section 3.1(b), will cease to no longer be outstanding and all Shares will automatically be cancelled and retired and will cease to exist, and, subject to Section 3.033.3, each holder of a certificate formerly representing any such shares Shares (each, a “Certificate”) will cease to have any rights with respect thereto, except, to the extent applicable, except the right to receive a portion of the Merger Consideration Consideration, without interest, in accordance with Section 3.01(d)(b) hereof3.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hampshire Group LTD), Agreement and Plan of Merger (Naf Holdings Ii, LLC)
Cancellation of Shares. At the Effective Time, all shares of Company Stock Shares will cease to no longer be outstanding and all Shares will be cancelled and retired and will cease to exist, and, subject to Section 3.032.3, each holder of a certificate formerly representing any such shares Shares (each, a “Certificate”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) will cease to have any rights with respect thereto, except, to the extent applicable, except the right to receive a portion of the Merger Consideration Consideration, without interest, in accordance with Section 3.01(d)(b) hereof2.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Theragenics Corp), Agreement and Plan of Merger (Michas Alexis P)
Cancellation of Shares. At the Effective Time, all shares of Company Stock Shares will cease to no longer be outstanding and all Shares will be cancelled and retired and will cease to exist, and, subject to Section 3.033.3, each holder of a certificate formerly representing any such shares Shares (each, a “"Certificate”") will cease to have any rights with respect thereto, except, to the extent applicable, except the right to receive a portion of the Merger Consideration Consideration, without interest, in accordance with Section 3.01(d)(b) hereof3.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Myers Industries Inc), Agreement and Plan of Merger (Northrop Grumman Corp /De/)
Cancellation of Shares. At the Effective Time, all shares of Company Stock Shares will cease to no longer be outstanding and all Shares will be cancelled and retired and will cease to exist, and, subject to Section 3.033.3, each holder of a certificate formerly representing any such shares Shares (each, a “Certificate”) will cease to have any rights with respect thereto, except, to the extent applicable, except the right to receive a portion of the Merger Consideration in accordance with Section 3.01(d)(b) 3.2 hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Metalline Mining Co)
Cancellation of Shares. At the Effective Time, all shares of Company Stock Shares will cease to no longer be outstanding and all Shares will be cancelled and retired and will cease to exist, and, subject to Section 3.033.3, each holder of a certificate formerly representing any such shares Shares (each, a “Certificate”"CERTIFICATE") will cease to have any rights with respect thereto, except, to the extent applicable, except the right to receive a portion of the Merger Consideration Consideration, without interest, in accordance with Section 3.01(d)(b) hereof3.2.
Appears in 1 contract
Cancellation of Shares. At the Effective Time, all shares of Company Stock Shares will cease to no longer be outstanding and all Shares will be cancelled and retired and will cease to exist, and, subject to Section 3.03, and each holder of a certificate formerly representing any such shares Shares (each, a “Certificate”) will cease to have any rights with respect thereto, except, to except (in the extent applicable, case of Shares other than Excluded Shares) the right to receive a portion of the Merger Consideration Consideration, without interest, in accordance with Section 3.01(d)(b) hereof2.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Swift Transportation Co Inc)
Cancellation of Shares. At As of the Effective Time, all shares of Company Stock such Shares will cease to no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and, subject to Section 3.03, exist and each holder of a certificate formerly representing any such shares Shares (each, a “"Certificate”") will cease to have any rights with respect thereto, except, to the extent applicable, except the right to receive a portion of the Merger Consideration and any additional cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 3.01(d)(b) hereof3.02, without interest.
Appears in 1 contract
Samples: Amended and Restated Agreement and Plan of Merger (CTS Corp)
Cancellation of Shares. At the Effective Time, all shares of Company Stock the Shares will cease to no longer be outstanding and all Shares will be cancelled and retired and will cease to exist, and, subject to Section 3.032.3, each holder of a certificate formerly representing any such shares Shares (each, a “Certificate”) will cease to have any rights with respect thereto, except, to the extent applicable, except the right to receive a portion of the Merger Consideration in accordance with Section 3.01(d)(b) 2.2 hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Hangover Joe's Holding Corp)
Cancellation of Shares. At the Effective Time, all shares of Company Stock Shares will cease to no longer be outstanding and all Shares will automatically be cancelled and retired and will cease to exist, and, subject to Section 3.033.3, each holder of a certificate formerly representing any such shares Shares (each, a “Certificate”) will cease to have any rights with respect thereto, except, to the extent applicable, except the right to receive a portion of the Merger Consideration Consideration, without interest, in accordance with Section 3.01(d)(b) hereof3.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lifecore Biomedical Inc)
Cancellation of Shares. At the Effective Time, all shares of Company Stock Shares will cease to no longer be outstanding and all Shares will automatically be cancelled and retired and will cease to exist, and, subject to Section 3.032.03, each holder of a certificate formerly representing any such shares Shares (each, a “Certificate”) will cease to have any rights with respect thereto, except, to the extent applicable, except only the right to receive a portion of the Merger Consideration allocable thereto in accordance with Section 3.01(d)(b) 2.02 hereof, without interest.
Appears in 1 contract
