Dissenter Rights. Notwithstanding anything in this Agreement to the contrary, shares ("Dissenter Shares") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment for such Dissenter Shares pursuant to, and who complies in all respects with, Sections 92A.300 through 92A.500 of the NRS (the "Dissenter Rights") shall not be converted into Merger Consideration as provided in Section 2.01(c)(3), but rather the holders of Dissenter Shares shall be entitled to payment for such Dissenter Shares in accordance with the Dissenter Rights; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment under the Dissenter Rights, then the right of such holder to be paid in accordance with the Dissenter Rights shall cease and such Dissenter Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c)(3). The Company shall serve prompt notice to Parent of any written notice of intent to demand payment, or any written demand for payment, received by the Company in respect of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.
Dissenter Rights. Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by a stockholder who is entitled to demand, and who properly demands, appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration. For purposes of this Agreement, “Dissenting Shares” means any shares of Company Common Stock as to which a Dissenting Stockholder thereof has properly exercised a demand for appraisal pursuant to Section 262 of the DGCL. No Dissenting Stockholder shall be entitled to any Merger Consideration in respect of any Dissenting Shares unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to seek appraisal of its Dissenting Shares under the DGCL, and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and not any Merger Consideration. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed properly to perfect or shall have effectively withdrawn or lost the right to seek appraisal with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be treated as though such Dissenting Shares had been converted into the Merger Consideration pursuant to this Agreement if conditions to payment are met. The Company shall give Parent (a) prompt notice of any written demands for appraisal, attempted withdrawals of such demands and any other instruments served pursuant to applicable Law received by the Company relating to stockholders’ demands for appraisal and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.
Dissenter Rights. The aggregate number of Shares at the Effective Time, the holders of which have demanded appraisal of their shares from the Company in accordance with the provisions of Section 262 of the Delaware Corporate Law, shall not equal 15% or more of the Common Stock outstanding as of the record date for the Stockholder Meeting.
Dissenter Rights. 4.1 Any holder of shares in the Company shall be entitled to exercise its entitlement to dissent from the Merger as set out in Section 3.4 of the Merger Agreement and to seek a fair value appraisal for its Dissenting Shares under Section 238(1) of the Companies Act (the “Dissent Right”).
4.2 Immediately upon receipt of this Plan of Merger, and in any event within seven (7) days of the date on which this Plan of Merger is given to the shareholder, any shareholder that wishes to exercise its Dissent Right must give to the Company its written objection to the Merger, in accordance with Sections 238(2) and (3) of the Companies Act.
Dissenter Rights. At all times, and as applicable, CET and BMTS shall comply with applicable Legal Requirements including, without limitation, the payment of cash for dissenting shares related to the Merger.
Dissenter Rights. At all times, and as applicable, RV shall comply with applicable Legal Requirements including, without limitation, the payment of cash for dissenting shares related to the Merger.
Dissenter Rights. At all times, and as applicable, Vairex shall comply with applicable Legal Requirements including, without limitation, the payment of cash for dissenting shares related to the Merger.
Dissenter Rights. Shareholders of the Constituent Banks shall be entitled to exercise the rights, if any, provided in Subchapter D of Chapter 15 of the Pennsylvania Business Corporation Law of 1988 with respect to this Plan of Merger.
Dissenter Rights. At all times, and as applicable, BMTS and MedClean shall comply with applicable Legal Requirements including, without limitation, the payment of cash for dissenting shares related to the Merger.
Dissenter Rights. (a) Notwithstanding anything in this Agreement to the contrary and to the extent available under the CICA, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Person who has validly exercised (pursuant to Section 238(2) of the CICA) and not effectively withdrawn or not otherwise lost their rights to dissent from the Merger (“Dissenter Rights”), in accordance with Section 238 of the CICA (collectively, the “Dissenting Shares”, and a holder of Dissenting Shares, a “Dissenting Shareholder”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c), but instead shall be automatically canceled at the Effective Time and each Dissenting Shareholder shall in respect of their Dissenting Shares cease to be a shareholder of the Company (and shall not be a shareholder of the Surviving Company) and, upon the Dissenting Shareholder giving a notice of dissent under Section 238(5) of the CICA, shall cease to have any rights of a shareholder except for the right to receive only the payment of the fair value of such Dissenting Shares held by them determined in accordance with the provisions of Section 238 of the CICA and the rights referred to in Sections 238(12) and 238(16) of the CICA; provided, that, if any such Person shall effectively waived, withdrawn, forfeited, failed to perfect or otherwise lost its Dissenter Rights, then as of the later of the Effective Time and the occurrence of such event, the Dissenting Shareholder shall, in respect of its Company Shares canceled at the Effective Time, be entitled to receive the Merger Consideration as provided in Section 2.01(c) and such Company Shares shall not be deemed to be Dissenting Shares.
(b) The Company shall give prompt written notice (and, in any event, within two (2) Business Days following receipt by the Company) to Parent of notices of objection, notices of approval, notices of dissent, demands for appraisal, demands for fair value or written offers under Section 238 of the CICA received by the Company, attempted withdrawals of such notices or demands or threats or offers and any other instruments served pursuant to applicable law of the Cayman Islands and received by the Company relating to a shareholder’s rights to dissent from the Merger or fair value rights. Parent shall have the right to direct all negotiations and Actions with respect to any such notice or demand for payment of fair value under the CICA. Prior to...
