Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and each Stockholder (and any other holder of a certificate formerly representing any Company Shares) shall cease to have any rights as a stockholder of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (VNUE, Inc.), Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn), Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn)
Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and exist, and, subject to Section 2.10, each Stockholder (and any other holder of a certificate formerly representing any Company SharesShares (each, a “Certificate”) shall cease to have any rights as a stockholder of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Item 9 Labs Corp.), Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (AgeX Therapeutics, Inc.)
Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and exist, and, subject to Section 2.9, either (i) each Stockholder (and any other holder of a certificate formerly representing any Company SharesShares (each, a “Certificate”) shall cease to have any rights as a stockholder of the Target Company; or (ii) in the case of uncertificated shares, such holder shall cease to have any rights as a stockholder of the Target Company without any further action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.)
Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and exist, and, subject to Section 2.8, each Stockholder (and any other holder of a certificate formerly representing any Company Shares) Shares shall cease to have any rights as a stockholder shareholder of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Glass House Brands Inc.), Agreement and Plan of Merger (Glass House Brands Inc.)
Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled cancelled, retired and retired extinguished, as applicable, and shall cease to exist and exist, and, subject to Section 1.8, each Stockholder (and any other holder of a certificate or other instrument formerly representing any Company SharesShares (each, a “Certificate”) shall cease to have any rights as a stockholder of Stockholder, other than to receive the Companyconsideration for the Shares hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vici Properties Inc.), Agreement and Plan of Merger (Penn National Gaming Inc)
Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and exist, and, subject to Section 2.10, each Stockholder (and any other holder of a certificate formerly representing any Company SharesShares (each, a “Certificate”) shall cease to have any rights as a stockholder of the CompanyCompany and shall have no rights as a stockholder of the Surviving Corporation and such Certificate shall forthwith be cancelled.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (OncoCyte Corp), Agreement and Plan of Merger (OncoCyte Corp)
Surrender and Payment. (a) At the Effective Time, all shares of Company Shares Stock outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist exist, and each Stockholder (and any other holder of a certificate formerly representing any shares of Company Shares) Stock shall cease to have any rights as a stockholder of the CompanyCompany and shall instead have the right to receive the Merger Consideration and the other rights set forth herein.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.)
Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and exist, and, subject to Section 2.11, each Stockholder (and any other holder of a certificate formerly representing any Company SharesShares (each, a “Share Certificate”) shall cease to have any rights as a stockholder shareholder of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ChaSerg Technology Acquisition Corp)
Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and exist, and, subject to Section 1.7, each Stockholder (and any other holder of a certificate formerly representing any Company Sharesthe Shares (each, a “Certificate”) shall cease to have any rights as a stockholder of the CompanyOneQor.
Appears in 1 contract
Surrender and Payment. (a) At the Effective Time, all Shares, Options and Company Shares Warrants outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and exist, and, subject to Section 3.4, each Stockholder (and any other holder of a certificate formerly representing any Shares (each, a “Certificate”) and each holder of record of an Option or Company Shares) Warrant shall cease to have any rights as a stockholder of the CompanyCompany or a holder of Options or Company Warrants, as applicable.
Appears in 1 contract
Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist exist, and each Stockholder (and any other holder of a certificate formerly representing any Company SharesShares (each, a “Certificate”) shall cease to have any rights as a stockholder of the CompanyCompany other than the right to receive the Merger Consideration.
Appears in 1 contract
Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and exist, and, each Stockholder (and any other holder of a certificate formerly representing any Company SharesShares (each, a “Certificate”) shall cease to have any rights as a stockholder of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Upland Software, Inc.)
Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and exist, and, subject to Section 2.7, each Stockholder (and any other holder of a certificate formerly representing any Company SharesShares (each, a “Certificate”) shall cease to have any rights as a stockholder shareholder of the Company.
Appears in 1 contract
Surrender and Payment. (a) At the Effective Time, all shares of Company Shares Capital Stock and all Company Equity Incentives, in each case outstanding immediately prior to the Effective Time Time, shall automatically be cancelled and retired and shall cease to exist and exist, and, except for such rights expressly provided in Section 2.04, each Stockholder (and any other holder of a certificate formerly representing any shares of Company Shares) Capital Stock (each, a “Certificate”), each holder of Series D Preferred, and each holder of record of a Company Equity Incentive shall cease to have any rights as a stockholder of the CompanyCompany or as a holder of Company Equity Incentives.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Altair Engineering Inc.)
Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and exist, and, subject to Section 2.08(b), each Stockholder (and any other holder of a certificate formerly representing any Company SharesShares (each, a “Certificate”) shall cease to have any rights as a stockholder Stockholder of the Company.
Appears in 1 contract
Surrender and Payment. (a) At the Effective Time, all Company Shares Common Stock and all Warrants outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and exist, and, subject to Section 2.7, each Stockholder (and any other holder of a certificate formerly representing any Company SharesCommon Stock (each, a “Certificate”) and each holder of record of a Warrant shall cease to have any rights as a stockholder of the CompanyCompany or a holder of Warrants.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GTT Communications, Inc.)
Surrender and Payment. (a) At the Effective Time, all shares of Company Shares Capital Stock outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist exist, and each Stockholder (and any other holder of a certificate formerly representing any such shares of Company SharesCapital Stock (each, a “Certificate”) shall cease to have any rights as a stockholder of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eloxx Pharmaceuticals, Inc.)
Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and each Stockholder Shareholder (and any other holder of a certificate formerly representing any Company Shares) shall cease to have any rights as a stockholder shareholder of the Company.
Appears in 1 contract
Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and exist, and, subject to Section 2.09, each Stockholder (and any other holder of a certificate formerly representing any Company Shares) Shares shall cease to have any rights as a stockholder shareholder of the Company.
Appears in 1 contract
Surrender and Payment. (a) At the Effective Time, all Company Shares Common Stock outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and exist, and, subject to Section 1.6, each Stockholder (and any other holder of a certificate formerly representing any Company SharesCommon Stock (each, a “Certificate”) shall cease to have any rights as a stockholder shareholder of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GTT Communications, Inc.)
Surrender and Payment. (a) At the Effective Time, all Company Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and exist, and, subject to Section 2.10, each Stockholder (and any other holder of a certificate formerly representing any Company SharesShares (each, a “Certificate”) shall cease to have any rights as a stockholder shareholder of the CompanyCompany other than the right to receive the portion of the Merger Consideration payable hereunder with respect to such Shares.
Appears in 1 contract
