Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time (in each case, other than any Shares held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Southern Union Co)
Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by Parent or owned by the Company or any direct or indirect Subsidiary of Parent or of the Company (in each case, case other than any Shares held that are owned on behalf of third parties) (the “Cancelled Shares”) ), shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be cancelled outstanding and shall be canceled and retired and shall cease to exist, and no without payment of any consideration shall be delivered in exchange for such cancellation and retirementtherefor.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Youth Services International Inc), Agreement and Plan of Merger (Cistron Biotechnology Inc), Agreement and Plan of Merger (Ace LTD)
Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by any of the Cingular Companies or owned by the Company or any direct or indirect Subsidiary of the Company (in each case, other than any such Shares that are held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cingular Wireless LLC), Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (Cingular Wireless LLC)
Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by any of the Merge Companies or owned by the Company or any direct or indirect subsidiary of the Company (in each case, case other than any Shares held that are owned on behalf of third parties) (the “Cancelled Shares”) ), shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be cancelled outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 4 contracts
Samples: Merger Agreement (Merge Technologies Inc), Merger Agreement (Merge Technologies Inc), Merger Agreement (Faliks Aviel)
Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by any of the Parent Companies or owned by the Company or any direct or indirect Subsidiary of the Company (in each case, case other than any Shares held that are owned on behalf of third parties) (the “Cancelled Shares”) ), shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be cancelled outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (Usf&g Corp), Agreement and Plan of Merger (St Paul Companies Inc /Mn/)
Cancellation of Shares. Each Share that is held owned, directly or indirectly indirectly, by the Company Parent or any of its wholly owned Subsidiaries Merger Sub immediately prior to the Effective Time (in each case, other than or held by the Company or any Shares held on behalf Subsidiary of third parties) (the “Cancelled Shares”) Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (DPL Inc), Agreement and Plan of Merger (Aes Corp), Agreement and Plan of Merger (DPL Inc)
Cancellation of Shares. Each Share that is held owned, directly or indirectly indirectly, by Parent or Merger Sub immediately prior to the Effective Time or held by the Company or any Subsidiary of its wholly owned Subsidiaries the Company immediately prior to the Effective Time (in each case, other than any Shares held on behalf of third partiesthe Restricted Shares) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Firstenergy Corp), Agreement and Plan of Merger (Allegheny Energy, Inc), Agreement and Plan of Merger
Cancellation of Shares. Each Share that is held owned, directly or indirectly indirectly, by the Company Parent or any of its wholly owned Subsidiaries Merger Sub immediately prior to the Effective Time (in each case, other than or held by the Company as treasury stock or any Shares held on behalf Subsidiary of third parties) (the “Cancelled Shares”) Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vertro, Inc.), Agreement and Plan of Merger (Vertro, Inc.), Agreement and Plan of Merger (Inuvo, Inc.)
Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by any of the ING Companies or owned by the Company or any Subsidiary of the Company (in each case, case other than any Shares that are held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, no longer be cancelled outstanding and shall be canceled and retired without payment of any consideration therefor and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ing Groep Nv), Agreement and Plan of Merger (Reliastar Financial Corp)
Cancellation of Shares. Each Company Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by any of the Parent Companies, the Company (in each case, other than any such Company Shares that are held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cotherix Inc), Agreement and Plan of Merger (Actelion US Holding CO)
Cancellation of Shares. Each Share that is owned directly or indirectly by Parent or Merger Sub or any of their respective Subsidiaries immediately prior to the Effective Time or held directly or indirectly by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time (in each case, other than the Reserved Shares and any other Shares held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rri Energy Inc), Agreement and Plan of Merger (Mirant Corp)
Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by the Company (in each case, other than any Shares held that are owned on behalf of third parties) (the “Cancelled Shares”) ), shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be cancelled outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American General Corp /Tx/), Agreement and Plan of Merger (Western National Corp)
Cancellation of Shares. Each Share that is owned by Parent or Merger Sub immediately prior to the Effective Time or held directly or indirectly by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time (in each case, other than any other Shares held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pulte Homes Inc/Mi/), Agreement and Plan of Merger (Centex Corp)
Cancellation of Shares. Each Company Share that is held directly owned by Parent or indirectly by the Company or any direct or indirect wholly-owned Subsidiary of its wholly owned Subsidiaries immediately prior to Parent or the Effective Time (Company and, in each case, other than any Shares not held on behalf of third parties) (the “Cancelled Shares”) , shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Talx Corp), Agreement and Plan of Merger (Equifax Inc)
Cancellation of Shares. Each Share that is owned directly or indirectly by Parent or Merger Sub or any of their respective Subsidiaries immediately prior to the Effective Time or held directly or indirectly by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time (in each case, other than the Reserved Shares and any other Shares held by such Persons on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any further action on the part of the holder thereofany Person, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirementcancellation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NRG Energy, Inc.), Agreement and Plan of Merger (GenOn Energy, Inc.)
Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by any of the Parent Companies or owned by the Company or any direct or indirect subsidiary of the Company (other than Shares that are in each case, other than any Shares held case owned on behalf of third parties) (the “Cancelled Shares”) ), shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be cancelled outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Skyepharma PLC), Agreement and Plan of Merger (Lg&e Energy Corp)
Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by any of the Parent Companies or owned by the Company or any direct or indirect subsidiary of the Company (other than Shares that are in each case, other than any Shares held case owned on behalf of third parties) (the “Cancelled Shares”) ), shall, by virtue of the Merger and without any action on the part of the holder thereof, (i) cease to be cancelled outstanding, (ii) be canceled and retired without payment of any consideration therefor, and shall (iii) cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 1 contract
Samples: Voting Agreement (Comps Com Inc)
Cancellation of Shares. Each Share that is held directly or indirectly by the Company or any of its wholly owned Subsidiaries issued and outstanding immediately prior to the Effective Time and owned by or on behalf of any of the ING Companies or owned by the Company or any Subsidiary of the Company (in each case, case other than any Shares that are held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, no longer be cancelled outstanding and shall be canceled and retired without payment of any consideration therefor and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 1 contract
Samples: Agreement and Plan of Restructuring and Merger (Aetna Inc)
Cancellation of Shares. Each Share that is owned directly or indirectly by Parent or Merger Sub or any of their respective Subsidiaries immediately prior to the Effective Time or held directly or indirectly by the Company (as treasury stock or otherwise) or any of its wholly owned Subsidiaries immediately prior to the Effective Time (in each case, other than any Shares held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KLX Energy Services Holdings, Inc.)
