definiens: ), upon the surrender of the Certificates ( as defined below ) or Book - EntryShares ( as defined below ), as applicable, in accordance with this Article III . At the Effective Time all such Sharesshall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder ofCertificates or Book Entry Shares ( in each case representing such Shares ) shall cease to have any rights withrespect thereto, except the right to receive the Merger Consideration as 6provided herein . Each Share issued and outstanding immediately prior to the Effective Time that is at such timeowned by Parent, Merger Sub or any Subsidiary of Parent or held in the treasury of the Company shall, by virtue ofthe Merger and without any action on the part of the Company, Parent, Merger Sub or the holders thereof, be canceledand shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor