Appraisal or Dissenters’ Rights. No appraisal or dissenters’ rights shall be available to holders of Company Common Stock with respect to the Merger or the other transactions contemplated hereby.
Appraisal or Dissenters’ Rights. Each Shareholder hereby irrevocably waives any rights of appraisal or rights to dissent from the Merger that the Shareholder may have.
Appraisal or Dissenters’ Rights. The holders of Crown Common Shares, Crown Senior Preferred Shares and PREIT Common Shares are not entitled under applicable law to appraisal, dissenters or similar rights as a result of the Merger.
Appraisal or Dissenters’ Rights. No appraisal or dissenters’ rights shall be available to holders of shares of Company Common Stock with respect to the Merger or the other transactions contemplated hereby, provided that, if the Merger is not effected under Section 3-106 of the MGCL, the Company Common Stock is listed on the NYSE on the record date for determining the stockholders entitled to vote on the Merger.
Appraisal or Dissenters’ Rights. No appraisal or dissenters’ rights are available to holders of shares of Novus Common Stock or Novus Warrants in connection with the Business Combination. Novus will pay the cost of soliciting proxies for the special meeting. Xxxxx has engaged Xxxxxx Xxxxxx to assist in the solicitation of proxies for the special meeting. Xxxxx has agreed to pay Xxxxxx Sodali a fee of $25,000. Novus will reimburse Xxxxxx Sodali for reasonable out-of-pocket expenses and will indemnify Xxxxxx Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. Xxxxx also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Novus Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Novus Common Stock and in obtaining voting instructions from those owners. Novus’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Appraisal or Dissenters’ Rights. The holders of Xxxxxxx Common Stock, Xxxxxxx Preferred Stock (other than the Xxxxxxx Series A Preferred Shares), Equity Office Common Shares, Equity Office Existing Preferred Shares, Equity Office OP Units or Equity Office Existing Preferred Shares are not entitled under applicable law to appraisal, dissenters or similar rights as a result of the Mergers. Pursuant to Section 3-202 of the Maryland General Corporation Law, the holders of Xxxxxxx Series A Preferred Shares are entitled to dissenter’s rights in accordance with the Maryland General Corporation Law. Pursuant to Section 15679.2 of the CRULPA, the holders of Xxxxxxx OP Units and Xxxxxxx Preferred OP Units are entitled to dissenters rights in accordance with the CRULPA but not otherwise.
Appraisal or Dissenters’ Rights. The parties acknowledge and agree that the Parent is executing this Agreement in advance of unanimous approval and execution of the Agreement by the PSR Shareholders as an accommodation to the PSR Shareholders. The parties further acknowledge and agree that the Parent, Acquisition Co. and Holdings Acquisition Co. may, in their sole discretion, waive the requirement of delivery of a written consent executed by each of the PSR Shareholders set forth in Section 2.8(b)(v) and proceed with the Closing. If the Closing occurs with less than the unanimous approval of the PSR Shareholders, the PSR Shareholder Representative hereby agrees to indemnify, defend and hold Parent, Acquisition Co., Holdings Acquisition Co., Surviving Corporation, Surviving Holdings Corporation and their respective officers, directors, employees, agents, affiliates, successors, subsidiaries and assigns (collectively, the "Parent Group") from and against any and all costs, losses, liabilities, damages, lawsuits, deficiencies, claims and expenses arising out of or relating to any claim for appraisal rights, dissenter's rights or other challenges to the fairness or validity of the Contemplated Transactions by any of the nonconsenting PSR Shareholders. Upon initiation of any such claim, the PSR Shareholder Representative shall immediately assume the defense thereof at the PSR Shareholder Representative's sole cost, risk and expense. The PSR Shareholder Representative will keep the Parent reasonably informed of the progress of any defense, compromise or settlement in connection with such a claim. The PSR Shareholder Representative will not settle any such claim without the consent of Parent unless such settlement provides for the unconditional release of the Parent Group from all liability.
Appraisal or Dissenters’ Rights. In the event any shareholder of either the Company or the Parent exercises appraisal or dissenters' rights in connection with the transactions contemplated herein, then either the Company or the Parent (regardless of whether the shareholder seeking either appraisal or dissenters' rights is a shareholder of either the Company or the Parent) shall be entitled to terminate this Agreement and the transactions contemplated hereunder.
Appraisal or Dissenters’ Rights. Each Shareholder hereby irrevocably waives any rights of appraisal or rights to dissent from the Merger that the Shareholder may have under Chapter 13 of the California Code.
Appraisal or Dissenters’ Rights. Pursuant to Section 3.5 of Manager's Operating Agreement, Members shall have no dissenters' or appraisal rights.
