Common use of Treasury Shares Clause in Contracts

Treasury Shares. Each share of Common Stock or Preferred Stock held in the treasury of the Company or by any Subsidiary immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, be canceled, retired and cease to exist as of the Effective Time and no payment shall be made with respect thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Russell Corp), Agreement and Plan of Merger (Webmd Corp /New/), Agreement and Plan of Merger (Spheris Leasing LLC)

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Treasury Shares. Each At the Effective Time, each share of Company Common Stock or Preferred Stock other Company capital stock held in the treasury of the Company or by any Subsidiary immediately prior to before the Effective Time shall, by virtue of the Merger will be canceled and extinguished without any action on the part of the holders thereof, be canceled, retired and cease to exist as of the Effective Time conversion thereof and no payment shall will be made with respect thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Inet Technologies Inc), Agreement and Plan of Merger (Tektronix Inc)

Treasury Shares. Each At the Effective Time, each share of Common Stock or Preferred Stock stock held in the treasury of the Company or by any Subsidiary immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereofMerger, be canceled, cancelled and retired and cease to exist as of the Effective Time and no payment consideration shall be made delivered or be payable with respect thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Artistdirect Inc), Agreement and Plan of Merger (Artistdirect Inc)

Treasury Shares. Each share of Company Common Stock or Preferred Stock held in the treasury of the Company or by any Subsidiary immediately prior to the Effective Time shallTime, shall by virtue of the Merger and without any action on the part of the holders thereofany Person, be canceled, automatically canceled and retired and cease to exist as of the Effective Time exist, and no payment cash, securities or other property shall be made with payable in respect theretothereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Geos Communications, Inc.), Agreement and Plan of Merger (Lion Capital Holdings Inc)

Treasury Shares. Each share of Company Common Stock or Preferred Stock held in the treasury of by the Company or by any Subsidiary immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereofMerger, be canceled, cancelled and retired and cease to exist as of the Effective Time and no payment shall be made with respect theretoexist, without any conversion thereof.

Appears in 2 contracts

Samples: Amended and Restated Agreement and Plan of Merger (Metromedia International Group Inc), Amended and Restated Agreement and Plan of Merger (Metromedia International Group Inc)

Treasury Shares. Each share of Common Stock or Preferred Stock held in the treasury capital stock of the Company held or owned in treasury or otherwise by any Subsidiary the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, shall be canceled, retired and cease to exist as of the Effective Time and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (JetPay Corp)

Treasury Shares. Each share of Common Stock or Preferred Stock held in the treasury of the Company or by any Subsidiary immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, be canceled, retired and cease to exist as of the Effective Time and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WebMD Health Corp.)

Treasury Shares. Each share of Common Stock or Preferred Stock held in the treasury As of the Company or by any Subsidiary immediately prior to the Effective Time shallTime, by virtue of the Merger and without any action on the part of any Person, each share of Company Common Stock that is held in the holders thereof, treasury of the Company shall automatically be canceled, cancelled and retired and shall cease to exist as of the Effective Time exist, and no payment consideration shall be made with respect theretodelivered in exchange therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roadrunner Transportation Systems, Inc.)

Treasury Shares. Each Notwithstanding any other provision of this Agreement to the contrary, each share of Common Stock or Preferred Stock held in the treasury of the Company or by any Subsidiary immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders holder thereof, be canceled, retired and cease to exist as of the Effective Time and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rochester Medical Corporation)

Treasury Shares. Each share of Common Stock or Preferred Stock held in the treasury of the Company or by any Subsidiary immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, be canceled, retired and shall cease to exist as of the Effective Time and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sykes Enterprises Inc)

Treasury Shares. Each share of Common Stock or Preferred Stock held in the treasury of the Company or by any Subsidiary immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, be canceled, retired and cease to exist as of the Effective Time and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Euramax International Inc)

Treasury Shares. Each share of Common Stock or Preferred Stock held in the treasury of the Company or by any Subsidiary immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, be canceled, retired and shall cease to exist as of the Effective Time and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Focus Financial Partners Inc.)

Treasury Shares. Each share of Company Common Stock or Preferred Stock held --------------- in the treasury of by the Company or by any Subsidiary immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereofMerger, be canceled, canceled and retired and cease to exist as of the Effective Time and no payment shall be made with respect theretoexist, without any conversation thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metro-Goldwyn-Mayer Inc)

Treasury Shares. Each share of Company Common Stock or Preferred Stock held in the treasury of --------------- by the Company or by any Subsidiary immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereofMerger, be canceled, cancelled and retired and cease to exist as of the Effective Time and no payment shall be made with respect theretoexist, without any conversion thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metro-Goldwyn-Mayer Inc)

Treasury Shares. Each share of All Company Common Stock or Preferred Stock held in the treasury of owned by the Company as treasury stock or by any Subsidiary authorized but currently unissued stock immediately prior to the Effective Time shall, by virtue of the Merger Merger, and without any action on the part of the holders holder thereof, no longer be canceledoutstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist as of the Effective Time and no payment shall be made with respect theretoexist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Analex Corp)

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Treasury Shares. Each At the Effective Time, each share of Common Stock or Preferred Stock Company Capital Stock, held in the treasury of the Company or by any Subsidiary immediately prior to of its subsidiaries, or otherwise authorized, but unissued, and any outstanding shares of Company Capital Stock (other than the Effective Time Company Outstanding Stock) shall, by virtue of the Merger and without any further action on the part of the holders thereofparty, be canceledcanceled and extinguished, retired and cease to exist as of the Effective Time and no payment shall be made with respect theretowithout any conversion thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sybase Inc)

Treasury Shares. Each share of Company Common Stock or and Company Preferred Stock held in the treasury of the Company or by any Subsidiary immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, shall automatically be canceled, retired and cease to exist as of the Effective Time and no payment shall be made with respect thereto.; and

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alphatec Holdings, Inc.)

Treasury Shares. Each share of Common Stock or Preferred Stock held in the treasury of the Company or by any Subsidiary immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, be canceled, retired and cease to exist as of the Effective Time and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WebMD Health Corp.)

Treasury Shares. Each share of Company Common Stock Share or Company Preferred Stock Share held in the Company’s treasury of the Company or by any Subsidiary immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, be canceled, retired and cease to exist as of the Effective Time and no payment Time, if any, shall be made with cancelled and retired and all rights in respect theretothereof shall cease to exist, without any conversion thereof or payment of any consideration therefor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ZAGG Inc)

Treasury Shares. Each share All shares of Company Common Stock or Preferred Stock held in the treasury of that are owned by the Company or by any Subsidiary as treasury stock immediately prior to the Effective Time shall, by virtue of the Merger shall be cancelled and extinguished without any action on the part conversion or payment of the holders thereofany property or consideration, be canceled, retired and shall cease to exist as of the Effective Time and no payment shall be made with respect thereto.exist;

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Diamond Foods Inc)

Treasury Shares. Each share of Common Stock or Preferred Company Stock held in the treasury of the Company or by any Subsidiary of the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, be canceled, retired and cease to exist as of the Effective Time and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ModusLink Global Solutions Inc)

Treasury Shares. Each share of Common Stock or Preferred Stock Share held in the treasury of the Company Company, or by any Subsidiary direct or indirect wholly-owned subsidiary of the Company, immediately prior to the Effective Time shall, shall by virtue of the Merger and without any action on the part of the holders holder thereof, cease to be canceledoutstanding, be canceled and retired without payment of any consideration therefor and cease to exist as of the Effective Time and no payment shall be made with respect theretoexist.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Asa International LTD)

Treasury Shares. Each share of Common Stock or Preferred Company Stock held in the treasury of the Company or by any Subsidiary immediately prior to the Effective Time shall(collectively, “Treasury Shares”) will, by virtue of the Merger and without any action on the part of the holders thereofany Person, be canceled, retired and will cease to exist as of the Effective Time and no payment shall will be made with respect thereto.

Appears in 1 contract

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

Treasury Shares. Each share of Common Stock or Preferred Stock held in the treasury of the Company or by any Subsidiary or by Parent immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, be canceled, retired and cease to exist as of the Effective Time and no payment shall be made with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Rentals North America Inc)

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