Appraisal Rights and Dissenters’ Rights. The stockholders of VCAM do not have appraisal or dissenters' rights in connection with the Merger.
Appraisal Rights and Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any shares of Company Common Stock or Company Series A Stock held by a holder who has demanded and perfected such holder's right for appraisal or rights of dissent of such shares in accordance with California Law or Delaware Law, as the case may be, and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal or right of dissent ("DISSENTING SHARES"), if any, shall not be converted into the right to receive the Merger Consideration but
Appraisal Rights and Dissenters’ Rights. Following the Closing, GLOBAL shall comply with the appraisal rights provisions of the Delaware General Corporation Law and TURFCLUB shall comply with the dissenters' rights provisions of the California General Corporation Law.
Appraisal Rights and Dissenters’ Rights. (see page 136) Holders of Millendo common stock are not entitled to appraisal rights in connection with the merger under Delaware law. Holders of Tempest capital stock are entitled to appraisal rights in connection with the merger under Delaware law. Comparison of Stockholder Rights (see page 306) Both Millendo and Tempest are incorporated under the laws of the State of Delaware and, accordingly, the rights of the stockholders of each are currently, and will continue to be, governed by the Delaware General Corporation Law, or the DGCL. If the merger is completed, Tempest stockholders will become Millendo stockholders, and their rights will be governed by the DGCL, the amended and restated bylaws of Millendo and the amended and restated certificate of incorporation of Millendo, as may be further amended by Proposal No. 2 if approved by the Millendo stockholders at the Millendo special meeting. The rights of Millendo stockholders contained in the amended and restated certificate of incorporation, as amended, and amended and restated bylaws, as amended, of Millendo differ from the rights of Tempest stockholders under the amended and restated certificate of incorporation and amended and restated bylaws of Tempest, as more fully described under the section titled “Comparison of Rights of Holders of Millendo Capital Stock and Tempest Capital Stock” beginning on page 306 of this proxy statement/prospectus. Risk Factors (see page 17) Both Millendo and Tempest are subject to various risks associated with their businesses and their industries. In addition, the merger, including the possibility that the merger may not be completed, poses a number of risks to each company and its respective securityholders, including the following risks: • The exchange ratio will not be adjusted based on the market price of Millendo common stock so the merger consideration at the closing may have a greater or lesser value than at the time the Merger Agreement was signed; • Failure to complete the merger may result in Millendo or Tempest paying a termination fee to the other party which could harm the common stock price of Millendo and the future business and operations of each company; • If the conditions to the merger are not satisfied or waived, the merger may not occur; • The merger may be completed even though material adverse effects may result from the announcement of the merger, industry-wide changes and other causes; • If Millendo and Tempest complete the merger, the combined ...
Appraisal Rights and Dissenters’ Rights. The stockholders of GEXA do not have appraisal or dissenters’ rights in connection with the Merger.
Appraisal Rights and Dissenters’ Rights beginning on page 148 of this proxy statement/prospectus/information statement) will be automatically converted solely into the right to receive a number of shares of Angion common stock calculated using an exchange ratio formula described in the Merger Agreement (Exchange Ratio). Immediately following the Merger, the pre-Merger equity holders of Elicio are expected to hold approximately 65.5% of the outstanding shares of Angion common stock and the pre-Merger equity holders of Angion are expected to hold approximately 34.5% of the outstanding shares of Angion common stock, in each case, on a fully diluted basis, subject to certain assumptions, including Angion Net Cash at Closing being between $26.5 million and $31.5 million. The exchange ratio formula is based upon an Elicio fixed valuation of $95 million and an Angion valuation of $50.1 million, subject to certain adjustments, including based upon Angion Net Cash at Closing, as more fully described in the section titled ‘‘The Merger Agreement—Merger Consideration and Exchange Ratio’’ beginning on page 135 of this proxy statement/prospectus/information statement. A $25 million Angion Net Cash threshold is a condition for Elicio to be required to complete the Merger (Net Cash Condition). If Angion holds less than $26.5 million of net cash at the closing of the Merger, the equity holders of Angion (pre-Merger) are expected to hold less than 34.5% of the outstanding shares of Angion common stock on a fully diluted basis and if Angion holds more than $31.5 million of net cash at the closing of the Merger, the equity holders of Angion (pre-Merger) are expected to hold more than 34.5% of the outstanding shares of Angion common stock on a fully diluted basis, as more fully described in the section titled ‘‘The Merger Agreement—Merger Consideration and Exchange Ratio’’ beginning on page 135 of this proxy statement/prospectus/information statement. At the Effective Time, Xxxxxx’x stockholders will continue to own and hold their existing shares of Angion common stock, subject to adjustment in connection with the Reverse Stock Split. All outstanding and unexercised options to purchase shares of Angion common stock will remain effective and outstanding. Each option to purchase shares of Elicio common stock that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, will be converted into an option to purchase shares of Angion common stock, with the number of Angion shares subj...
