Common use of Dissenters’ Rights Clause in Contracts

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if ----------------- any, shall not be converted into any Combination Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to California Law. Wood shall give iPrint prompt notice of any demand received by Wood to require Wood to purchase shares of Wood Capital Stock, and iPrint shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood agrees that, except with the prior written consent of iPrint, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of California Law, becomes entitled to payment of the fair value for shares of Wood Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Capital Stock, the portion of the Combination Consideration to which such shareholder would otherwise be entitled under this Section 2.2 and the Agreement of Merger.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Iprint Com Inc), Agreement and Plan of Reorganization (Information Technology Ventures Lp/Ca), Agreement and Plan of Reorganization (Farros Royal)

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Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if ----------------- any, shall not be ------------------ converted into any Combination the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to California Law. Wood Digital shall give iPrint Agile prompt notice of any demand received by Wood Digital to require Wood Digital to purchase shares of Wood Capital StockCommon Stock of Digital, and iPrint Agile shall have the right to direct (in consultation with Digital prior to the Closing Date) and to participate in all negotiations and proceedings with respect to such demand. Wood Digital agrees that, except with the prior written consent of iPrintAgile, which Agile shall not unreasonably withhold or delay, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of California Law, becomes entitled to payment of the fair value for shares of Wood Digital Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation Agile shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Digital Capital Stock, the portion of the Combination Merger Consideration to which such shareholder would otherwise be entitled under this Section 2.2 1.6 and the Agreement Certificate of MergerMerger less the Merger Consideration allocable to such shareholder that has been deposited in the Escrow Fund (as defined below) in respect of such shares of Digital Common Stock pursuant to Section 1.7(j) and Section 8 hereof and in custody pursuant to Section 1.7(k) hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Agile Software Corp), Merger Agreement (Agile Software Corp)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Any Dissenting Shares"), if ----------------- any, Shares shall not be converted into Acquiror Common Stock and shall not receive any Combination Consideration cash in lieu of fractional shares but instead shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law and, if applicable, California Law. Wood shall give iPrint prompt notice of any demand received by Wood to require Wood to purchase shares of Wood Capital Stock, and iPrint shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood Target agrees that, except with the prior written consent of iPrintAcquiror, or as required under the Delaware Law and, if applicable, California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demandclaim, demand or other liability with respect to any Dissenting Shares. Each holder of Dissenting Shares (a "Dissenting ShareholderDISSENTING STOCKHOLDER") who, pursuant to the ---------------------- provisions of Delaware Law and, if applicable, California Law, becomes entitled to payment of the fair value for shares of Wood Target Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation Acquiror shall issue and deliver, upon surrender by such shareholder Dissenting Stockholder of a certificate or certificates representing shares of Wood Target Capital Stock, the portion number of the Combination Consideration shares of Acquiror Common Stock to which such shareholder Dissenting Stockholder would otherwise be entitled under this Section 2.2 1.6 and the Agreement Certificate of MergerMerger less the number of shares allocable to such Dissenting Stockholder that have been or will be deposited in the Escrow Fund (as defined below) pursuant to Section 1.7(c) and Article VIII hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (I2 Technologies Inc)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if ----------------- any, shall not be converted into any Combination the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to California Law. Wood Target shall give iPrint Acquiror prompt notice of any demand received by Wood Target to require Wood Target to purchase shares of Wood Capital StockCommon Stock of Target, and iPrint Acquiror shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood Target agrees that, except with the prior written consent of iPrintAcquiror, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares (( each a "Dissenting Shareholder") who, pursuant to the ---------------------- provisions of California Law, becomes entitled to payment of the fair value for shares of Wood Target Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation Acquiror shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Target Capital Stock, the portion of the Combination Merger Consideration to which such shareholder would otherwise be entitled under this Section 2.2 and 1.6, the Agreement Certificate of MergerMerger less the Merger Consideration allocable to such shareholder that has been deposited into the Escrow Fund (as defined below) in respect of such shares of Target Common Stock pursuant to Section 1.7(h).

Appears in 1 contract

Samples: Merger Agreement (Cybercash Inc)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement anything contained herein to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if ----------------- any, Share shall not be converted into any Combination Consideration the right to receive Parent Common Stock provided for in Section 2.1, but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Shares Share pursuant to California Law. Wood shall give iPrint prompt notice Section 262 of any demand received by Wood to require Wood to purchase shares Delaware Law or Chapter 13 of Wood Capital Stock, and iPrint shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood agrees that, except with the prior written consent of iPrint, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demandas applicable. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of Delaware Law or California Law, becomes entitled to payment of the fair value thereunder for such shares of Wood Capital Stock shall receive payment therefor in accordance with Delaware Law or California Law (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares Share shall lose their its status as a Dissenting SharesShare, then any such share shall immediately be converted into the right to receive the fraction of a share of Parent Corporation Common Stock issuable pursuant to Section 2.1 in respect of such share as if such share never had been a Dissenting Share, and Parent shall issue and deliver, upon surrender by such shareholder or cause to be delivered in accordance with the terms of a certificate this Agreement, to the holder thereof, at (or certificates representing as promptly as reasonably practicable after) the applicable time or times specified in Section 2.3 following the satisfaction of the applicable conditions set forth in Section 2.3.2, the number of shares of Wood Capital Stock, the portion of the Combination Consideration Parent Common Stock to which such shareholder holder would otherwise be entitled in respect thereof under this Section 2.2 2.1 as if such share never had been a Dissenting Share. The Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law or California Law and received by the Agreement Company and (ii) the right to direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law or California Law. The Company shall not, except with the prior written consent of MergerParent, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any claim or demand in respect of any Dissenting Shares.

Appears in 1 contract

Samples: Merger Agreement (Tegal Corp /De/)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if ----------------- any, shall will not be converted into any Combination Consideration Buyer Common Stock but shall will instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the California LawCode. Wood shall Seller will give iPrint Buyer prompt notice of any demand received by Wood Seller to require Wood Seller to purchase shares of Wood Seller Capital Stock, and iPrint shall Buyer will have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood agrees that, except Except with the prior written consent of iPrintBuyer, or as required under the California LawCode, it Seller will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting ShareholderDISSENTING SHAREHOLDER") who, pursuant to the ---------------------- provisions of the California LawCode, becomes entitled to payment of the fair value for shares of Wood Seller Capital Stock shall will receive payment therefor (but only after the value therefor shall have has been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation shall Buyer will issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Seller Capital Stock, the portion number of the Combination Consideration shares of Buyer Common Stock to which such shareholder would otherwise be entitled under this Section 2.2 ARTICLE I and the Agreement of MergerMerger less the number of shares allocable to such shareholder that have been deposited in the Escrow Fund (as defined below) in respect of such shares of Buyer Common Stock pursuant to SECTION 1.3(i) and SECTION 8.1.

Appears in 1 contract

Samples: Merger Agreement (Power One Inc)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Any Dissenting Shares"), if ----------------- any, Shares shall not be converted ------------------ into any Combination Consideration Acquiror Common Stock but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to California Law or Delaware Law. Wood shall give iPrint prompt notice of any demand received by Wood to require Wood to purchase shares of Wood Capital Stock, and iPrint shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood Target agrees that, except with the prior written consent of iPrintAcquiror, or as required under the California Law or Delaware Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting ShareholderStockholder") who, pursuant to the ---------------------- provisions of California Law or Delaware Law, becomes entitled to payment of the fair value for shares of Wood Target Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation Acquiror shall issue and deliver, upon surrender by such shareholder stockholder of a certificate or certificates representing shares of Wood Target Capital Stock, the portion number of the Combination Consideration shares of Acquiror Common Stock to which such shareholder stockholder would otherwise be entitled under this Section 2.2 1.6 and the Agreement of MergerMerger less the number of shares allocable to such stockholder that have been deposited in the Escrow Fund (as defined below) in respect of such shares of Acquiror Common Stock pursuant to Section 1.7(b) and Article VIII hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Kana Communications Inc)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting SharesDISSENTING SHARES"), if ----------------- any, shall not be converted into any Combination Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to California Law. Wood shall give iPrint prompt notice of any demand received by Wood to require Wood to purchase shares of Wood Capital Stock, and iPrint shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood agrees that, except with the prior written consent of iPrint, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting ShareholderDISSENTING SHAREHOLDER") who, pursuant to the ---------------------- provisions of California Law, becomes entitled to payment of the fair value for shares of Wood Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Capital Stock, the portion of the Combination Consideration to which such shareholder would otherwise be entitled under this Section 2.2 and the Agreement of Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Canaan Equity L P)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Dissenting AcuVoice Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if ----------------- any, shall not be converted into any Combination the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to California Law. Wood AcuVoice shall give iPrint fonix prompt notice of any demand received by Wood AcuVoice to require Wood AcuVoice to purchase shares of Wood Capital StockOutstanding AcuVoice Shares, and iPrint fonix shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood AcuVoice agrees that, except with the prior written consent of iPrintfonix, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of California Law, becomes entitled to payment of the fair value for shares of Wood AcuVoice Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation fonix shall issue and deliver, upon surrender by such shareholder Dissenting Shareholder of a certificate or certificates representing shares of Wood AcuVoice Capital Stock, the portion of the Combination Merger Consideration to which such shareholder would otherwise be entitled under this Section 2.2 1.6 and the Agreement Certificate of MergerMerger less the Merger Consideration allocable to such shareholder that has been deposited in the Escrow Fund (as defined below) in respect of such shares of AcuVoice Common Stock pursuant to Section 1.7(i) and Section 8 hereof.

Appears in 1 contract

Samples: Merger Agreement (Fonix Corp)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Any Dissenting Shares"), if ----------------- any, Shares shall not be ------------------ converted into any Combination Consideration Acquiror Common Stock but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law or California Law. Wood shall give iPrint prompt notice of any demand received by Wood to require Wood to purchase shares of Wood Capital Stock, and iPrint shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood Target agrees that, except with the prior written consent of iPrintAcquiror, or as required under the Delaware Law or California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting ShareholderStockholders") who, pursuant to the ---------------------- provisions of Delaware Law or California Law, becomes entitled to payment of the fair value for shares of Wood Target Capital Stock Stock, shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation Acquiror shall issue and deliver, upon surrender by such shareholder stockholders of a certificate or certificates representing shares of Wood Target Capital Stock, the portion number of the Combination Consideration shares of Acquiror Common Stock to which such shareholder stockholders would otherwise be entitled under this Section 2.2 1.6 and the Agreement Certificate of MergerMerger less the number of shares allocable to such stockholders that have been or will be deposited in the Escrow Fund (as defined below) in respect of such shares of Acquiror Common Stock pursuant to Section 1.7(c) and Article VIII hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cacheflow Inc)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if ----------------- any, shall not be converted into any Combination the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to California Law. Wood Target shall give iPrint Acquiror prompt notice of any demand received by Wood Target to require Wood Target to purchase shares of Wood Capital StockCommon Stock of Target, and iPrint Acquiror shall have the right to direct (in consultation with Target prior to the Closing Date) and to participate in all negotiations and proceedings with respect to such demand. Wood Target agrees that, except with the prior written consent of iPrintAcquiror, which Acquiror shall not unreasonably withhold or delay, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of California Law, becomes entitled to payment of the fair value for shares of Wood Target Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation Acquiror shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Target Capital Stock, the portion of the Combination Merger Consideration to which such shareholder would otherwise be entitled under this Section 2.2 1.6 and the Agreement Certificate of MergerMerger less the Merger Consideration allocable to such shareholder that has been deposited in the Escrow Fund (as defined below) in respect of such shares of Target Common Stock pursuant to Section 1.7(i) and Section 8 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cybercash Inc)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Target Common Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if ----------------- any, shall not be converted into any Combination the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to California Law. Wood Target shall give iPrint Acquiror prompt notice of any demand received by Wood Target to require Wood Target to purchase shares of Wood Capital StockCommon Stock of Target, and iPrint Acquiror shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood Target agrees that, except with the prior written consent of iPrintAcquiror, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of California Law, becomes entitled to payment of the fair value for shares of Wood Capital Target Common Stock shall receive payment therefor therefore (but only after the value therefor therefore shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation Acquiror shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Capital Target Common Stock, the portion of the Combination Merger Consideration to which such shareholder would otherwise be entitled under this Section 2.2 2.6 and the Agreement of MergerMerger less the portion of the Merger Consideration allocable to such shareholder that has been deposited in the Escrow Funds in respect of such shares of Target Common Stock pursuant to Section 2.7(f) and Section 9 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Packeteer Inc)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Target Common Stock or Target Preferred Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if ----------------- any, shall not be converted into any Combination the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to California Law. Wood Target shall give iPrint Acquiror prompt notice of any demand received by Wood Target to require Wood Target to purchase shares of Wood Capital StockCommon Stock of Target, and iPrint Acquiror shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood Target agrees that, except with the prior written consent of iPrintAcquiror, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of California Law, becomes entitled to payment of the fair value for shares of Wood Target Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation Acquiror shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Target Capital Stock, the portion of the Combination Merger Consideration to which such shareholder would otherwise be entitled under this Section 2.2 1.6 and the Agreement Certificate of MergerMerger less the portion of the Merger Consideration allocable to such shareholder that has been deposited in the Escrow Fund (as defined below) in respect of such shares of Target Common Stock pursuant to Section 1.7(i) and Section 8 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Maxtor Corp)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Any Dissenting Shares"), if ----------------- any, Shares shall not be converted into any Combination Consideration Acquiror Common Stock but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to California Law. Wood shall give iPrint prompt notice of any demand received by Wood to require Wood to purchase shares of Wood Capital Stock, and iPrint shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood Target agrees that, except with the prior written consent of iPrintAcquiror, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of California Lawlaw, becomes entitled to payment of the fair value for shares of Wood Target Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation Acquiror shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Target Capital Stock, the portion number of the Combination Consideration shares of Acquiror Common Stock to which such shareholder would otherwise be entitled under this Section 2.2 1.5 and the Agreement of MergerMerger less the number of shares of Acquiror Common Stock allocable to such shareholder that have been deposited in the Escrow Fund and Pulsecom Escrow Fund (as defined below) pursuant to Article VIII hereof.

Appears in 1 contract

Samples: Merger Agreement (Cisco Systems Inc)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Target Common Stock or Target Preferred Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if ----------------- any, shall not be converted into any Combination the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to California Law. Wood Target shall give iPrint Acquiror prompt notice of any demand received by Wood Target to require Wood Target to purchase shares of Wood Target Capital Stock, and iPrint Acquiror shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood Target agrees that, except with the prior written consent of iPrintAcquiror, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of California Law, becomes entitled to payment of the fair value for shares of Wood Target Capital Stock shall receive payment therefor therefore (but only after the value therefor therefore shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation Acquiror shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Target Capital Stock, the portion of the Combination Merger Consideration to which such shareholder would otherwise be entitled under this Section 2.2 1.6 and the Agreement Certificate of Merger, if any, less the portion of the Merger Consideration allocable to such shareholder that has been deposited in the Escrow Fund in respect of such shares of Target Common Stock pursuant to Section 1.7(f) and Section 8 hereof, if any.

Appears in 1 contract

Samples: Merger Agreement (Zhone Technologies Inc)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Any Dissenting Shares"), if ----------------- any, Shares shall not be converted into any Combination Consideration Acquiror Common Stock but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the Chapter 13 of California Law. Wood shall give iPrint prompt notice of any demand received by Wood to require Wood to purchase shares of Wood Capital Stock, and iPrint shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood Target agrees that, except with the prior written consent of iPrintAcquiror, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of California Law, becomes entitled to payment of the fair value for shares of Wood Target Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation Acquiror shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Target Capital Stock, the portion number of the Combination Consideration shares of Acquiror Common Stock and/or cash to which such shareholder would otherwise be entitled under this Section 2.2 1.6 and the Agreement of MergerMerger less the amount of cash allocable to such shareholder that has been or will be deposited in the Escrow Fund (as defined below) in respect of cash pursuant to Section 1.7(c) and Article VIII hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Avant Corp)

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Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any Any shares of Wood Capital Company Common Stock held by a ------------------ holder who has demanded and perfected such holder's right properly exercised dissenters' rights for appraisal of such shares in accordance with the California Law Code and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal dissenters' rights ("Dissenting SharesDISSENTING SHARES"), if ----------------- any, ) shall not be converted into any Combination Consideration Parent Common Stock but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the California LawCode. Wood The Company shall give iPrint Parent prompt notice of any demand received by Wood the Company to require Wood the Company to purchase shares of Wood Capital Company Common Stock, and iPrint Parent shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood The Company agrees that, except with the prior written consent of iPrintParent, or as required under the California LawCode, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares (a "Dissenting ShareholderDISSENTING SHAREHOLDER") who, pursuant to the ---------------------- provisions of the California LawCode, becomes entitled to payment of the fair value for of shares of Wood Capital Company Common Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). IfIn the event of legal obligation, after the Effective Time, to deliver shares of Parent Common Stock to any Dissenting Shares holder of shares of Company Common Stock who shall lose their have failed to make an effective purchase demand or shall have lost its status as a Dissenting SharesShareholder, Parent Corporation shall issue and deliver, upon surrender by such shareholder Dissenting Shareholder of a such holder's certificate or certificates representing shares of Wood Capital Stockcapital stock of the Company, the portion shares of the Combination Consideration Parent Common Stock to which such shareholder would otherwise be Dissenting Shareholder is then entitled under this Section 2.2 2.1 and the Agreement of MergerMerger Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if ----------------- any, shall not be converted into any Combination the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the California LawCorporations Code. Wood Target shall give iPrint Buyer prompt notice of any demand received by Wood Target to require Wood Target to purchase shares of Wood Capital Stockoutstanding Target Shares, and iPrint Buyer shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood Target agrees that, except with the prior written consent of iPrintBuyer, or as required under the California LawCorporations Code, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of the California LawCorporations Code, becomes entitled to payment of the fair value for shares of Wood Capital Stock Dissenting Shares shall receive payment therefor from the Surviving Company (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation Buyer shall issue and deliver, upon surrender by such shareholder Dissenting Shareholder of a certificate or certificates representing shares of Wood Capital StockTarget Shares, the portion of the Combination Merger Consideration to which such shareholder Target Shareholder would otherwise be entitled under this Section 2.2 2.4 and the Agreement of MergerMerger Filings.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dynatronics Corp)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Any Dissenting Shares"), if ----------------- any, Shares shall not be ------------------ converted into any Combination Merger Consideration or the right to receive Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to California Law. Wood shall give iPrint prompt notice of any demand received by Wood to require Wood to purchase shares of Wood Capital Stock, and iPrint shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood Company agrees that, except with the prior written consent of iPrintParent, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of California Lawlaw, becomes entitled to payment of the fair value for shares of Wood Company Capital Stock shall receive payment therefor from the Company (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Company Capital Stock, the portion amount of the Combination Merger Consideration to which such shareholder would otherwise be entitled under this Section 2.2 1.6 less (i) the number of shares allocable to such shareholder that have been deposited in the Stock Escrow Fund (as defined below) in respect of such shares of Parent Common Stock pursuant to Section 1.7 and Article VIII hereof and (ii) the Agreement amount of Mergercash allocable to such shareholders that has been deposited in the Cash Escrow Fund (as defined below) pursuant to Section 1.7 and Article VIII hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Digital Island Inc)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Any Dissenting Shares"), if ----------------- any, Shares shall not be converted into any Combination Consideration the right to receive the number of shares of Parent Common Stock and the cash amount which such shareholder would otherwise be entitled to receive under this Section 1.6, less the number of shares and amount of cash allocable to such shareholder that have been deposited in the Escrow Fund (as defined below) pursuant to Section 1.7(a) and Article VIII, but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to applicable California Law. Wood shall give iPrint prompt notice of any demand received by Wood to require Wood to purchase shares of Wood Capital Stock, and iPrint shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood agrees that, except Except with the prior written consent of iPrintParent, or as required under the by applicable California Law, it will the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of California applicable Law, becomes entitled to payment of the fair value market value” for his, her or its shares of Wood Company Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Company Capital Stock, the portion number of shares of Parent Common Stock and the Combination Consideration to cash amount which such shareholder would otherwise be entitled to receive under this Section 2.2 1.6, less the number of shares and amount of cash allocable to such shareholder that have been deposited in the Agreement of MergerEscrow Fund (as defined below) pursuant to Section 1.7(a) and Article VIII.

Appears in 1 contract

Samples: Merger Agreement (Witness Systems Inc)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Target Capital Stock held by a holder who has demanded and perfected such holder's ’s right for appraisal of such shares in accordance with the California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if ----------------- any, shall not be converted into any Combination the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the California Law. Wood Target shall give iPrint Acquiror prompt notice of any such demand received by Wood to require Wood to purchase shares of Wood Capital StockTarget, and iPrint Acquiror shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood Target agrees that, except with the prior written consent of iPrint, or as required under the California LawAcquiror, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of the California Law, becomes entitled to payment of the fair value for shares of Wood Target Capital Stock shall receive payment therefor therefore (but only after the value therefor therefore shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation Acquiror shall issue and deliver, upon surrender by such shareholder of a certificate Certificate or certificates Certificates representing shares of Wood Target Capital Stock, the portion of the Combination Merger Consideration to which such shareholder would otherwise be entitled under this Section 2.2 2.6(j) and the Agreement of MergerMerger less the portion of the Merger Consideration allocable to such shareholder that has been deposited in the Escrow Fund (as defined in Section 2.7(i) hereof) in respect of such shares of Target Capital Stock pursuant to Section 2.7(i) and Section 9 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sigmatel Inc)

Dissenters’ Rights. Notwithstanding Holders of shares of Company Common Stock or Company Preferred Stock who have complied with all the requirements for perfecting appraisal rights for such shares as required under California Law ("Dissenting Shareholders") shall not be entitled to any provision Merger Consideration under this Agreement with respect to such shares notwithstanding the foregoing provisions of this ------------------ Agreement Article I, and in lieu thereof shall be entitled to receive from the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of Surviving Corporation whatever is determined to be due to them under California Law with respect to such shares in accordance with California Law and who, as of (the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"); provided, if ----------------- anyhowever, that Dissenting Shares outstanding at the Effective Time and held by a Dissenting Shareholder who shall not after the Effective Time withdraw such Dissenting Shareholder's demand for appraisal or lose such Dissenting Shareholder's right of appraisal as provided by California Law shall be deemed to be converted into any Combination Consideration but shall instead be converted as of the Effective Time into the right to receive such the consideration as may be determined to be due with that would otherwise have been payable in respect to such Dissenting Shares pursuant to California Law. Wood shall give iPrint prompt notice of any demand received by Wood to require Wood to purchase shares of Wood Capital Stockthereof under, and iPrint on the terms and conditions set forth in, this Agreement if no dissent had been made. Promptly after execution and delivery of this Agreement, the Company shall have the right take such actions as are necessary to direct and participate in all negotiations and proceedings with respect to such demand. Wood agrees that, except comply with the prior written consent requirements of iPrint, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions Section 1301 of California Law, becomes entitled Law . Prior to payment of the fair value for shares of Wood Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, the Company will not settle any demand with respect to any Dissenting Shares without the consent of Parent. The Company shall lose their status as Dissenting Shares, give notice to Parent Corporation shall issue and deliver, upon surrender by such promptly after it is notified that any shareholder of a certificate the Company has elected or certificates representing shares of Wood Capital Stock, attempted to exercise appraisal rights. Nothing in this Agreement is intended or shall be construed as an agreement or admission that any statutory appraisal rights are or may be available with respect to the portion of the Combination Consideration to which such shareholder would otherwise be entitled under this Section 2.2 and the Agreement of Mergertransactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Primus Knowledge Solutions Inc)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, Dissenting Shares shall mean any shares of Wood Capital Company Common Stock or Company Preferred Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing, and who has demanded and perfected appraisal for such holder's right shares of Company Common Stock or Company Preferred Stock in accordance with section 1300 of California Law, if such section 1300 provides for appraisal of rights for such shares in accordance with California Law and whothe Merger. (1) Subject to (2) below, as notwithstanding any provision of this Agreement to the Effective Timecontrary, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares"), if ----------------- any, Shares shall not be converted into or represent a right to receive the Per Share Merger Consideration or cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.7 hereof, but the holder thereof shall be entitled to only such rights as are granted by California Law. (2) Notwithstanding the provisions of Section 1.7(a)(i) hereof, if any Combination Consideration but holder of shares of Company Common Stock or Company Preferred Stock who demands appraisal of such holder's shares of Company Common Stock or Company Preferred Stock under California Law effectively withdraws or loses (through failure to perfect or otherwise) his right to appraisal, then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder's shares of Company Common Stock or Company Preferred Stock shall instead automatically be converted into and represent only the right to receive the Per Share Merger Consideration and cash in lieu of fractional shares of Parent Common Stock as provided in Section 1.7 hereof, without interest, upon surrender of the certificate or certificates representing such consideration as may be determined to be due with respect to shares of Company Common Stock or Company Preferred Stock (each such Dissenting Shares certificate, a "Company Certificate") pursuant to California Law. Wood Section 1.8 hereof. (3) The Company shall give iPrint Parent (i) prompt notice of any demand written demands for appraisal or payment of the fair value of any shares of Company Common Stock or Company Preferred Stock, withdrawals of such demands, and any other instruments served on the Company pursuant to California Law received by Wood to require Wood to purchase shares of Wood Capital Stockthe Company, and iPrint shall have (ii) the right opportunity to direct and participate in all negotiations and proceedings with respect to such demanddemands for appraisal under California Law. Wood agrees that, except Except with the prior written consent of iPrintParent, or as required under the California Law, it will Company shall not voluntarily make any payment with respect toto any demands for appraisal, or settle or offer to settle, settle any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of California Law, becomes entitled to payment of the fair value for shares of Wood Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Capital Stock, the portion of the Combination Consideration to which such shareholder would otherwise be entitled under this Section 2.2 and the Agreement of Mergerdemands.

Appears in 1 contract

Samples: Merger Agreement (Phone Com Inc)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any Any shares of Wood Capital Company Common Stock held by a ------------------ holder who has demanded and perfected such holder's right properly exercised dissenters' rights for appraisal of such shares in accordance with the California Law Code and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal dissenters' rights ("Dissenting Shares"), if ----------------- any, ) shall not be converted into any Combination Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the California LawCode. Wood The Company shall give iPrint Parent prompt notice of any demand received by Wood the Company to require Wood the Company to purchase shares of Wood Capital Company Common Stock, and iPrint Parent shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood The Company agrees that, except with the prior written consent of iPrintParent, or as required under the California LawCode, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares (a "Dissenting Shareholder") who, pursuant to the ---------------------- provisions of the California LawCode, becomes entitled to payment of the fair value for of shares of Wood Capital Company Common Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). IfIn the event of legal obligation, after the Effective Time, to deliver the Merger Consideration to any Dissenting Shares holder of shares of Company Common Stock who shall lose their have failed to make an effective purchase demand or shall have lost its status as a Dissenting SharesShareholder, Parent Corporation shall issue and deliver, upon surrender by such shareholder Dissenting Shareholder of a such holder's certificate or certificates representing shares of Wood Capital Stockcapital stock of the Company, the portion of the Combination Merger Consideration to which such shareholder would otherwise be Dissenting Shareholder is then entitled under this Section 2.2 and the Agreement of Merger2.1.

Appears in 1 contract

Samples: Merger Agreement (Numerical Technologies Inc)

Dissenters’ Rights. Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of Wood Capital Stock held by a holder who has demanded and perfected such holder's right for appraisal of such shares in accordance with California Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Any Dissenting Shares"), if ----------------- any, Shares shall not be ------------------ converted into any Combination Consideration Acquiror Common Stock but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to California Law. Wood shall give iPrint prompt notice of any demand received by Wood to require Wood to purchase shares of Wood Capital Stock, and iPrint shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Wood Target agrees that, except with the prior written consent of iPrintAcquiror, or as required under the California Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the ---------------------- provisions of California Lawlaw, becomes entitled to payment of the fair market value for shares of Wood Target Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation Acquiror shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Target Capital StockStock or upon compliance with Section 1.9 in case of a lost certificate, the portion number of the Combination Consideration shares of Acquiror Common Stock to which such shareholder would otherwise be entitled under this Section 2.2 1.6 and the Agreement of MergerMerger less the number of shares of Target Capital Stock allocable to such shareholder that have been or will be deposited in the Escrow Fund (as defined below) in respect of such shares of Acquiror Common Stock pursuant to Section 1.7(c) and Article VIII hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vignette Corp)

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