Dissenting Company Shareholders Clause Samples
The Dissenting Company Shareholders clause defines the rights and procedures applicable to shareholders who do not agree with a proposed corporate action, such as a merger or acquisition. Typically, this clause outlines the process by which dissenting shareholders can formally object, the steps required to exercise appraisal rights, and the method for determining the fair value of their shares. Its core function is to protect minority shareholders by ensuring they have a mechanism to exit the company and receive fair compensation if they disagree with significant corporate changes, thereby reducing potential disputes and ensuring smoother transaction processes.
Dissenting Company Shareholders. The Company will give the Purchaser prompt notice of receipt of any written notice of any dissent or purported exercise by any Company Shareholder of Dissent Rights, any withdrawal of such a notice, and any other instruments served pursuant to Dissent Rights and received by the Company. The Company shall not make any payment or settlement offer, or agree to any such settlement, or conduct any negotiations prior to the Effective Time with respect to any such dissent, notice or instrument unless the Purchaser, acting reasonably, shall have given its written consent.
Dissenting Company Shareholders. The Company will give the Purchaser prompt notice of receipt of any written communication from any Company Shareholder in opposition to the Arrangement (except for immaterial communications from any Company Shareholder that purports to hold less than 0.1% of Company Shares (provided that communications from such Company Shareholder are not material in the aggregate or otherwise)), written notice of dissent or purported exercise by any Company Shareholder of Dissent Rights received by the Company in relation to the Arrangement and any withdrawal of Dissent Rights received by the Company, and any written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement. The Company shall not make any payment or settlement offer, or agree to any such settlement, or conduct any negotiations prior to the Effective Time with respect to any such dissent, notice or instrument without the prior written consent of the Purchaser.
Dissenting Company Shareholders. The Company will give the Purchaser prompt notice of receipt of any written communication from any Company Shareholder in opposition to the Arrangement (except for immaterial communications from any Company Shareholder that purports to hold less than 0.1% of Company Shares (provided that communications from such Company Shareholder are not material in the aggregate)), written notice of dissent or purported exercise by any Company Shareholder of Dissent Rights received by the Company in relation to the Arrangement and any withdrawal of Dissent Rights received by the Company, and any written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement. The Company shall not make any payment or settlement offer, or agree to any such settlement, or conduct any negotiations prior to the Effective Time with respect to any such dissent, notice or instrument without the prior written consent of the Purchaser.
Dissenting Company Shareholders. Notwithstanding any provision of ------------------------------- this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, shares of Common Stock or Series A Preferred Stock which are issued and outstanding immediately prior to the Effective Time and which are held of record by holders of such shares who have properly exercised dissenters' rights with respect thereto (the "Dissenting Stock") in accordance with the DGCL ---------------- will not be converted into the right to receive the Merger Consideration, and holders of such shares of Dissenting Stock will be entitled to receive payment of the "fair" value of such shares of Dissenting Stock determined in accordance with the provisions of Section 262 of the DGCL unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Dissenting Stock will thereupon be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration. Notwithstanding anything to the contrary contained in this Section 4.5, if (a) the Merger is rescinded or abandoned or (b) either the stockholders of the Company or the Purchaser, as sole stockholder of Merger Sub, revokes the authority to effect the Merger, then the right of any stockholder of the Company to be paid the fair value of such stockholder's Dissenting Stock pursuant to the DGCL shall cease. The Company will give the Purchaser prompt notice of any demands and withdrawals of such demands received by the Company for appraisals of shares of Dissenting Stock. The Company shall not, except with the prior written consent of the Purchaser, make any payment with respect to any demands for appraisal or offer to make payment or otherwise offer to settle or settle any such demands.
Dissenting Company Shareholders. Notwithstanding any ------------------------------- provision of this Agreement to the contrary, to the extent permitted by the MBCL, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by holders of such shares of Common Stock who are entitled to demand and properly demand payment of the fair value of such Common Stock pursuant to Section 351.455 of the MBCL (the "Dissenting ---------- Common Stock") will not be converted into, or represent the right to ------------ receive, the Merger Consideration. Holders of such shares of Dissenting Common Stock will be entitled to payment of the fair value of such Dissenting Common Stock in accordance with the provisions of such Section 351.455 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the MBCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Dissenting Common Stock will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon the surrender of a Certificate in accordance with Section 2.4. The Company shall give Parent: (i) prompt notice of any demands for payment of fair value received by the Company pursuant to Section 351.455 of the MBCL, withdrawals of such demands and any other instruments served pursuant to Section 354.455 of the MBCL and received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demand for payment of fair value under the MBCL. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for payment of fair value or offer to settle or settle any such demands.
Dissenting Company Shareholders. The Company will give the Purchaser prompt notice of receipt of any written notice of any dissent or purported exercise by any Company Shareholder of Dissent Rights, any withdrawal of such notice, and any other instruments served pursuant to Dissent Rights and received by the Company. The Company shall not make any payment or settlement offer, or agree to any such settlement, or conduct any negotiations prior to the Effective Time with respect to any such dissent, notice or instrument unless the Purchaser, acting reasonably, shall have given its written consent. The Company shall promptly advise the Purchaser of any communication (written or oral) from any Person in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and provide the Purchaser with a reasonable opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person.
Dissenting Company Shareholders. 4 ARTICLE 5 Representations and Warranties of the Company..................................... 5 5.1. Existence; Good Standing; Corporate Authority..................................... 5 5.2. Authorization, Validity and Effect of Agreements.................................. 6 5.3.
Dissenting Company Shareholders all Company Shares held by Dissenting Shareholders shall be and shall be deemed to be, without any further act or formality by or on behalf of the Dissenting Shareholder, transferred to, and acquired by, the Purchaser (free and clear of all Liens), and such Dissenting Shareholders shall cease to be the holders of the Company Shares so transferred and to have any rights as the Company Shareholders other than the right to be paid the fair value for such Company Shares as set out in Section 4.1;
Dissenting Company Shareholders. The aggregate number of shares of Common Stock held by Dissenting Shareholders, if any, shall not exceed 5% of the total number of shares of Common Stock outstanding immediately prior to the Effective Time.