Common use of Cancellation of Shares Clause in Contracts

Cancellation of Shares. Each outstanding or issued Share that is owned by Parent, Merger Sub or the Company, or by any Subsidiary of Parent, Merger Sub or the Company, immediately prior to the Effective Time (collectively, the “Excluded Shares”), shall automatically be canceled and shall cease to exist, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Knowles Corp), Agreement and Plan of Merger (Audience Inc), Agreement and Plan of Merger (Drugstore Com Inc)

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Cancellation of Shares. Each outstanding or issued Share that is owned by Parentthe Company as treasury stock or otherwise (other than, for the avoidance of doubt, shares of Common Stock reserved for issuance under any of the Company Equity Plans or the Company ESPP) or held by Parent or Merger Sub or the Company, or by any Subsidiary of Parent, Merger Sub or the Company, immediately prior to the Effective Time (collectively, the “Excluded Cancelled Shares”), ) shall automatically be canceled cancelled and shall cease to exist, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (National Instruments Corp), Agreement and Plan of Merger (Emerson Electric Co)

Cancellation of Shares. Each outstanding or issued Company Common Share that is owned by Parent, Merger Sub or the Company, or by any Subsidiary of Parent, Merger Sub or the Companyheld, immediately prior to the Effective Time Time, by the Company (collectively, the “Excluded Shares”including as treasury stock or otherwise), Parent, Merger Sub or any Subsidiary of Company, Parent or Merger Sub shall automatically be canceled and shall cease to exist, extinguished without any conversion thereof and no cash, stock or other consideration payment shall be delivered or deliverable in exchange thereformade with respect thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Primedex Health Systems Inc), Agreement and Plan of Merger (Radiologix Inc)

Cancellation of Shares. Each outstanding or issued Share that is owned by Parent, Merger Sub or the Company, or by any Subsidiary of Parent, Merger Sub the Company or the Company, Parent immediately prior to the Effective Time (collectivelyand each Share held by the Company in treasury shall, by virtue of the “Excluded Shares”)Merger and without any action on the part of the holder thereof, shall automatically be canceled and shall retired without payment of any consideration therefor and cease to exist, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 2 contracts

Samples: Offer and Merger Agreement (Air Express International Corp /De/), Tender Offer and Merger Agreement (Dp Acquisition Corp)

Cancellation of Shares. Each Company Share (including any fractional Company Share), issued and outstanding or issued Share that is owned by Parent, Merger Sub or the Company, or by any Subsidiary of Parent, Merger Sub or the Company, immediately prior to the Effective Time (collectivelythat is owned by the Parent, the “Excluded Shares”), Merger Sub or any of their respective Subsidiaries shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 2 contracts

Samples: Advisory Agreement, Advisory Agreement (American Realty Capital - Retail Centers of America, Inc.)

Cancellation of Shares. Each outstanding or issued Share that is owned by Parent, Parent or Merger Sub or the CompanySub, or by any Subsidiary of Parent, Parent or Merger Sub or the CompanySub, immediately prior to the Effective Time (collectively, the “Excluded Shares”), shall automatically be canceled and shall cease to exist, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ingredion Inc), Agreement and Plan of Merger (Penford Corp)

Cancellation of Shares. Each outstanding or issued Share that is owned by Parent, Merger Sub or the Company, or by any Subsidiary of Parent, Merger Sub or the Company, immediately prior to the Effective Time (except to the extent held by any such person on behalf of a third party) (collectively, the “Excluded Shares”), shall automatically be canceled and shall cease to exist, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Borgwarner Inc), Agreement and Plan of Merger (Remy International, Inc.)

Cancellation of Shares. Each outstanding or issued Share that is owned by Parentthe Company as treasury stock or otherwise, or by Parent or Merger Sub or the CompanySub, or by any wholly owned Subsidiary of Parent, Merger Sub or the Company, Parent or Merger Sub, immediately prior to the Effective Time (collectively, the “Excluded Cancelled Shares”), ) shall automatically be canceled cancelled and shall cease to exist, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sanderson Farms Inc)

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Cancellation of Shares. Each Company Share (including any fractional Company Share), issued and outstanding or issued Share immediately prior to the Effective Time that is owned by Parent, Merger Sub or the Company, or by any Subsidiary of Parent, Merger Sub or the Company, immediately prior to the Effective Time (collectively, the “Excluded Shares”), their respective Subsidiaries shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Apple REIT Ten, Inc.)

Cancellation of Shares. Each outstanding or issued Share that is owned by Parentthe Company as treasury stock or otherwise, or by Parent or Merger Sub or the CompanySub, or by any Subsidiary of Parent, Merger Sub or the Company, Parent or Merger Sub, immediately prior to the Effective Time (collectively, the “Excluded Cancelled Shares”), ) shall automatically be canceled cancelled and shall cease to exist, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CST Brands, Inc.)

Cancellation of Shares. Each outstanding or issued Share share of Company Stock that is owned by the Company or any direct or indirect wholly owned subsidiary of the Company or, if any, by Parent, Merger Sub or the Company, any other direct or by any Subsidiary indirect wholly owned subsidiary of Parent, Merger Sub or the Company, Parent immediately prior to the Effective Time (collectivelyTime, the “Excluded Shares”)and in each case not held on behalf of third parties, shall be automatically be canceled cancelled and retired and shall cease to exist, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hanger Orthopedic Group Inc)

Cancellation of Shares. Each Share issued and outstanding or issued Share that is and owned by Parent, Merger Sub or the Company, any other Subsidiary or by any Subsidiary affiliate of Parent, Parent or Merger Sub or Shares that are owned by the CompanyCompany and in each case not held on behalf of third parties (collectively, "Excluded Shares") immediately prior to the Effective Time (collectivelyshall, by virtue of the Merger and without any action on the part of the holder of such Excluded Shares”)Share, no longer be outstanding, shall automatically be canceled and retired without payment of any consideration therefor and shall cease to exist, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Group 1 Software Inc)

Cancellation of Shares. Each outstanding or issued Share that is owned by the Company, Parent, Merger Sub or any wholly owned subsidiary of the Company, Company or by any Subsidiary of Parent, Merger Sub or the Company, Parent immediately prior to the Effective Time (collectivelyshall, by virtue of the “Excluded Shares”)Merger and without any action on the part of the holder thereof, shall automatically be canceled and shall retired without payment of any consideration therefor and cease to exist, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Analysis & Technology Inc)

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