Common use of Dissenter Rights Clause in Contracts

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in respect of any Dissenting Shares unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to seek appraisal of its Dissenting Shares under the DGCL, and any Dissenting Stockholder shall be entitled to receive only the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who otherwise would be deemed a Dissenting Stockholder shall have failed properly to perfect or shall have effectively withdrawn or lost the right to seek appraisal with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be treated as though such Dissenting Shares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. (a) Although dissenters’ or appraisal rights may generally be available under the FBCA with respect to the Merger and the other Transactions, under the terms of this Agreement it is a condition to Closing that this Agreement and the Merger be unanimously approved by the holders of the Company Common Stock by execution and delivery of the Company Written Consent and, in accordance with Section 607.1321(c) of the FCBA, no dissenters’ or appraisal rights shall be available to the Company Shareholders with respect to the Merger or the other Transactions. (b) Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Purchaser Common Stock that are issued and outstanding immediately prior to the Effective Time and that Timethat are held by a stockholder any Purchaser Stockholder who is entitled to demand, demand and who properly demands, demands appraisal of such shares (the “Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (a “Dissenting StockholderSection 262”) shall not be converted into entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Considerationfair value of such Appraisal Shares in accordance with the provisions of Section 262. For purposes Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of this Agreementcompetent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, “Dissenting Shares” means then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Share shall remain outstanding. The Purchaser shall deliver prompt notice to the Company of any demands for appraisal of any shares of Purchaser Common Stock, and the 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 participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Company Effective Time, the Purchaser shall not, except with have the prior written consent of Parent, voluntarily sole right and authority to make any payment with respect to any demands for appraisal of Dissenting Sharesto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Dissenter Rights. Notwithstanding If holders of any provision of this Agreement to the contrary, shares of Company Common Stock that (i) are outstanding immediately prior entitled to dissent from the Effective Time Merger and that are demand dissenter's rights of any such Company Stock in accordance with the provisions of the OBCA concerning the right of such holders to dissent from the Merger and demand appraisal of their Company Stock or (ii) have properly exercised dissenter's rights with respect to their Company Stock in accordance with Section 60.554 of the OBCA ("Dissenting Holders"), any Company Stock held by a stockholder who is entitled Dissenting Holder as to demand, and who which dissenter's rights have been so demanded or for which such dissenter's rights have been properly demands, appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL exercised (a “"Dissenting Stockholder”Rights") shall not be converted as described in Section 2.1, but shall, from and after the Closing, represent only the right to receive such consideration as may be determined to be due to such Dissenting Holder pursuant to the OBCA; provided, however, that each share of Company Stock held by a Dissenting Holder who shall, after the Closing, withdraw his demand for dissenter's rights or lose his right of appraisal with respect to such shares of Company Stock, in either case pursuant to the OBCA, shall not be deemed Dissenting Shares but shall be deemed to be converted, as of the Effective Time, into the right to receive the Merger Consideration. For purposes of this Agreement, “Dissenting Shares” means any shares of Company WebGain Common Stock as to which a Dissenting Stockholder thereof has properly exercised a demand for appraisal pursuant to and cash in accordance with 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 met2.1 hereof. The Company shall give Parent WebGain (ai) prompt notice of any written demands for appraisalunder Section 60.554 of the OBCA with respect to any shares of capital stock of the Company, attempted withdrawals any withdrawal of any such demands and any other instruments served pursuant to applicable Law the OBCA and received by the Company relating to stockholders’ demands for appraisal and (bii) the opportunity to direct all negotiations and proceedings with respect to any demands for appraisal under Section 60.554 of the DGCLOBCA with respect to any shares of capital stock of the Company. The Company shall notcooperate with WebGain concerning, except with the prior written consent of Parent, and shall not voluntarily make any payment payments with respect to any demands for appraisal of Dissenting Sharesto, or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands.