Common use of Dissenting Company Shares Clause in Contracts

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, to the extent appraisal rights are available under Section 262 of Delaware Law, shares of Company Stock issued and outstanding immediately prior to the Effective Time and held by a stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly exercised such stockholder’s statutory rights of appraisal in respect of such shares of Company Stock in accordance with Section 262 of Delaware Law (“Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 2.5. Any such stockholder shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of Delaware Law; provided, however, that notwithstanding the foregoing, Dissenting Shares held by a stockholder who shall have failed to perfect or who shall have effectively withdrawn or lost such stockholder’s statutory right to appraisal of such Dissenting Shares under such Section 262 of Delaware Law shall thereupon be deemed to have been converted into, and to have become exchangeable for, the right to receive the same Merger Consideration received by each Cash Election Share, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Stock in the manner set forth in Section 2.8. The Company shall give Parent (x) prompt notice of any written demands for appraisal received by the Company, written withdrawals of such demands and any other instruments served pursuant to Section 262 of Delaware Law and received by the Company in respect of Dissenting Shares and (y) the opportunity and right (at Parent’s election) to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Shares. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or as required by an Order of a Governmental Authority of competent jurisdiction, voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for payment in respect of Dissenting Shares.

Dissenting Company Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary set forth in this Agreementcontrary, if and to the extent appraisal rights required by the DGCL, Company Shares that are available under Section 262 of Delaware Law, shares of Company Stock issued and outstanding immediately prior to the Effective Time and which are held by a stockholder Securityholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly and validly exercised in writing appraisal for such stockholder’s statutory rights of appraisal in respect of such shares of Company Stock Shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the “Dissenting Company Shares”) shall not be converted into, into or represent the right to receive, receive the Merger Consideration applicable consideration due to such holder pursuant to this Section 2.52.06(a) above. Any such From and after the Effective Time, a holder of Dissenting Company Shares (“Dissenting Stockholder”) shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. Such Dissenting Stockholder shall be entitled to receive payment of the fair appraised value of such Dissenting Company Shares held by them in accordance with the provisions of Section 262 of Delaware Law; providedthe DGCL, however, except that notwithstanding the foregoing, all Dissenting Company Shares held by a stockholder Securityholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost such stockholder’s statutory right their rights to appraisal of such Dissenting Company Shares under such Section 262 of Delaware Law shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the same Merger Consideration received by each Cash Election Shareapplicable consideration due to such holder pursuant to Section 2.06(a) above, without any interest thereon, upon surrender surrender, in the manner provided in Section 2.06(a), of the certificate or certificates that formerly evidenced such shares of Dissenting Company Stock in Shares. Notwithstanding anything to the manner set forth in Section 2.8. The Company shall give Parent (x) prompt notice contrary herein, if this Agreement is terminated prior to the Effective Time, the right of any written demands for appraisal received by Dissenting Stockholder to be paid the Company, written withdrawals appraised value of such demands and any other instruments served the applicable Dissenting Company Shares pursuant to Section 262 of Delaware Law and received by the Company in respect of Dissenting Shares and (y) the opportunity and right (at Parent’s election) to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Shares. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or as required by an Order of a Governmental Authority of competent jurisdiction, voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for payment in respect of Dissenting SharesDGCL will cease.

Dissenting Company Shares. Notwithstanding anything any provision of this Agreement to the contrary set forth in this Agreementcontrary, if required by the DGCL but only to the extent appraisal rights are available under Section 262 of Delaware Lawrequired thereby, shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder any holder who shall is entitled to demand and who have neither voted properly exercised appraisal rights with respect thereto in favor accordance with, and who complied in all respects with, Section 262 of the DGCL (the “Dissenting Company Shares”) will not be exchangeable for the right to receive the Merger nor consented thereto in writing Consideration, and who shall have properly and validly exercised such stockholder’s statutory rights of appraisal in respect holders of such shares of Company Stock in accordance with Section 262 of Delaware Law (“Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 2.5. Any such stockholder shall will be entitled to receive payment of the fair appraised value of such Dissenting Shares shares in accordance with the provisions of such Section 262 of Delaware Law; provided, however, that notwithstanding the foregoing, Dissenting Shares held by a stockholder who shall have failed unless and until such holders fail to perfect or who effectively withdraw or lose their rights to appraisal and payment under the DGCL. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented Dissenting Company Shares shall cease to have effectively withdrawn or lost such stockholder’s statutory any rights with respect thereto, except the right to appraisal receive the appraised value of such Dissenting Shares under shares in accordance with the provisions of such Section 262 262. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right or a court of Delaware Law competent jurisdiction shall determine that such holder is not entitled to the relief provided by such Section 262, such shares will thereupon be deemed to have treated as if they had been converted into, into and to have become exchangeable for, at the Effective Time, the right to receive the same Merger Consideration received by each Cash Election ShareConsideration, without any interest thereon, upon surrender of . Upon the certificate or certificates that formerly evidenced such shares of Company Stock in the manner set forth in Section 2.8. The Company shall give Parent (x) prompt notice Company’s receipt of any written appraisal demand in accordance with the provisions of such Section 262, withdrawals of any such demands for appraisal and any other related instruments served pursuant to the DGCL (collectively, the “Appraisal Documents”) that are received by the Company, written withdrawals the Company shall promptly provide Parent with a copy of such demands Appraisal Documents and any other instruments served pursuant to Section 262 of Delaware Law and received by Parent shall have the Company in respect of Dissenting Shares and (y) the opportunity and right (at Parent’s election) to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Sharessuch demands. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheldParent, conditioned or delayed) or as required by an Order of a Governmental Authority of competent jurisdiction, voluntarily make any payment with respect to any demands for such appraisal or settle demand or offer to settle or settle any such demands for payment in respect of Dissenting Sharesappraisal demand.

Dissenting Company Shares. Notwithstanding anything any provision of this Agreement to the contrary set forth in this Agreementcontrary, to the extent appraisal rights are available under including Section 262 of Delaware Law2.01, shares of Company Stock Shares issued and outstanding immediately prior to the Merger I Effective Time (other than Company Shares cancelled in accordance with Section 2.01(a)(i)) and held by a stockholder holder who shall have neither has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have is entitled to demand and has properly and validly exercised such stockholder’s statutory appraisal rights of appraisal in respect of such shares of Company Stock Shares in accordance with Section 262 of Delaware Law the DGCL, if such Section 262 provides for appraisal rights for such Company Shares in Merger I (such Company Shares being referred to collectively as the “Dissenting Company Shares”) ), shall not be converted into, or represent the into a right to receive, receive a portion of the Merger Consideration pursuant unless and until such time as such holder fails to this Section 2.5. Any perfect or otherwise loses such stockholder holder’s appraisal rights under the DGCL with respect to such Company Shares, but instead shall be entitled to receive payment of the fair value of only such Dissenting Shares in accordance with the provisions of rights as are granted by Section 262 of Delaware Lawthe DGCL; provided, however, that notwithstanding if, after the foregoingMerger I Effective Time, Dissenting Shares held by a stockholder who shall have failed such holder fails to perfect or who shall have effectively withdrawn or lost otherwise loses such stockholderholder’s statutory right to appraisal of such Dissenting Shares under such pursuant to Section 262 of Delaware Law the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Company Shares shall thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Merger I Effective Time into the right to receive the same portion of the Merger Consideration received by each Cash Election ShareConsideration, if any, to which such holder is entitled pursuant to Section 2.01(a)(ii), without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced and such shares of Company Stock in the manner set forth in Section 2.8Shares shall not be treated as Dissenting Company Shares. The Company shall give provide Parent (x) prompt written notice of any written demands for appraisal received by the Company, written withdrawals of such demands and any other instruments served pursuant to Section 262 of Delaware Law and received by the Company in respect for the appraisal of Dissenting Shares Company Shares, any withdrawal of any such demand, and (y) any other demand, notice, or instrument delivered to the Company prior to the Merger I Effective Time pursuant to the DGCL that relates to such demand, and Parent shall have the opportunity and right (at Parent’s election) to participate in all negotiations and proceedings Proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Sharessuch demands. The Company shall not, except Except with the prior written consent of Parent (which consent Parent, prior to the Merger I Effective Time, the Company shall not be unreasonably withheld, conditioned or delayed) or as required by an Order of a Governmental Authority of competent jurisdiction, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for payment in respect of Dissenting Sharesdemands.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth herein and in this Agreementaccordance with the Cayman Act, to the extent appraisal rights are available under Section 262 of Delaware Law, shares of any Company Stock Ordinary Share issued and outstanding immediately prior to the Company Merger Effective Time and held by for which any Company Shareholder (such Company Shareholder, a stockholder who shall have neither voted in favor of the Merger nor consented thereto “Dissenting Company Shareholder”) has validly exercised properly in writing and who shall have properly and validly exercised their dissenters’ rights for such stockholder’s statutory rights of appraisal in respect of such shares of Company Stock Ordinary Shares in accordance with Section 262 238 of Delaware Law the Cayman Act, and has otherwise complied in all respects with all of the provisions of the Cayman Act relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Company Shares”) shall not be converted into, or represent into the right to receive, and the applicable Dissenting Company Shareholder shall have no right to receive, the applicable portion of the Company Merger Consideration to which the holder of such Dissenting Company Shares would otherwise be entitled pursuant to this Section 2.52.08(a) unless and until such Dissenting Company Shareholder effectively withdraws or loses such dissenters’ rights (through failure to perfect such dissenters’ rights or otherwise) under the Cayman Act. Any such stockholder From and after the Company Merger Effective Time, (A) the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and extinguished by virtue of the Company Merger and shall cease to exist and (B) the Dissenting Company Shareholders shall be entitled only to receive payment such rights as may be granted to them under Section 238 of the fair value Cayman Act and shall not be entitled to exercise any of such Dissenting Shares in accordance with the provisions voting rights or other rights of Section 262 a shareholder of Delaware Lawthe Company Surviving Subsidiary or any of its Affiliates (including Holdings); provided, however, that notwithstanding if any Dissenting Company Shareholder effectively withdraws or loses such dissenters’ rights (through failure to perfect such dissenters’ rights or otherwise) under the foregoingCayman Act, Dissenting then the Company Ordinary Shares held by a stockholder who shall have failed to perfect or who shall have effectively withdrawn or lost such stockholder’s statutory right to appraisal of such Dissenting Shares under such Section 262 of Delaware Law Company Shareholder (1) shall thereupon no longer be deemed to have be Dissenting Company Shares and (2) shall be treated as if they had been converted into, and to have become exchangeable for, automatically at the Company Merger Effective Time into the right to receive the same applicable portion of the Company Merger Consideration received by each Cash Election Sharepursuant to Section 2.08(a) and Section 2.08(c) in accordance with the terms and conditions of this Agreement. Each Dissenting Company Shareholder who becomes entitled to payment for his, without any interest thereon, upon surrender of her or its Dissenting Company Shares pursuant to the certificate or certificates that formerly evidenced such shares of Cayman Act shall receive payment thereof from Company Stock in accordance with the manner set forth in Section 2.8Cayman Act. The Company shall give Parent SPAC (xprior to the Closing) or the Sponsor (after the Closing) prompt notice of any written demands for appraisal received by the Companydissenters’ rights in respect of any Company Ordinary Share, written attempted withdrawals of such demands and any other material developments related to any such demands and provide copies of all documents, instruments served pursuant to Section 262 of Delaware Law and or other communications received by Company, any of its Subsidiaries or any of their respective Representatives related thereto and shall otherwise keep SPAC (prior to the Company in respect of Dissenting Shares Closing) or the Sponsor (after the Closing) reasonably apprised as to the status and developments related to such matters, and SPAC (yprior to the Closing) or the Sponsor (after the Closing) shall have the opportunity and right (at Parent’s election) to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Sharesall such demands. The Company shall not, except with the prior written consent of Parent (which consent shall not to be unreasonably withheld, conditioned or delayed) of SPAC (prior to the Closing) or as required by an Order of a Governmental Authority of competent jurisdictionthe Sponsor (after the Closing), voluntarily make any payment or deliver any consideration (including Holdings Ordinary Shares) with respect to any demands for appraisal or to, settle or offer or agree to settle any such demands for payment in respect of Dissenting Sharesdemands.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, to the extent appraisal rights are available under Section 262 of Delaware Law, all shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a stockholder Company Stockholder who shall have neither voted did not vote in favor of the Merger (nor consented consent thereto in writing writing) and who shall have is entitled to demand, and properly and validly exercised such stockholder’s demands, statutory rights of appraisal in respect of such shares of Company Common Stock in accordance with Section 262 of Delaware Law the DGCL (collectively, the “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 2.51.6(c). Any such stockholder In lieu of the right to receive the Per Share Price pursuant to Section 1.6(c), the holder of any Dissenting Company Shares shall be entitled to receive payment of the fair value any amounts determined by a court of competent jurisdiction to be due in respect of such Dissenting Company Shares in accordance with pursuant to the provisions of Section 262 of Delaware Lawthe DGCL, and at and as of the Effective Time, such Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights in respect thereof other than the rights set forth in Section 262 of the DGCL; provided, however, that notwithstanding the foregoing, any Dissenting Company Shares that are held by a stockholder Company Stockholder who shall have failed to perfect or who shall have effectively withdrawn or lost such stockholder’s statutory right to appraisal of such Dissenting Company Shares under such Section 262 of Delaware Law the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the same Merger Consideration received by each Cash Election SharePer Share Price, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Common Stock in the manner set forth in Section 2.81.7 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner set forth in Section 1.9). The Company shall give Parent (x) prompt notice of any written demands for appraisal received by the Company, written withdrawals of such demands demands, and any other instruments served pursuant to Section 262 of Delaware Law and received by the Company in respect of Dissenting Shares Company Shares, and (y) the opportunity and right (at Parent’s election) to participate in direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or as required by an Order of a Governmental Authority of competent jurisdictionParent, voluntarily make any payment with respect to any demands for appraisal appraisal, or settle or offer to settle any such demands for payment payment, in respect of Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to Holders of Dissenting Company Shares shall have those rights, but only those rights, of holders of "dissenting shares" under Chapter 13 of the contrary set forth in this AgreementCalifornia Corporations Code. If a holder of Dissenting Company Shares withdraws his or her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, to the extent appraisal rights are available under Section 262 then, as of Delaware Law, shares of Company Stock issued and outstanding immediately prior to the Effective Time and held by a stockholder who shall have neither voted in favor of or the Merger nor consented thereto in writing and who shall have properly and validly exercised such stockholder’s statutory rights of appraisal in respect occurrence of such shares event of withdrawal or ineligibility, whichever last occurs, such holder's Dissenting Company Stock in accordance with Section 262 of Delaware Law (“Shares will cease to be Dissenting Shares”) shall not Company Shares and will be converted into, or represent into the right to receive, the Merger Consideration pursuant to this Section 2.5. Any such stockholder shall and will be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of Delaware Law; provided, however, that notwithstanding the foregoing, Dissenting Shares held by a stockholder who shall have failed to perfect or who shall have effectively withdrawn or lost such stockholder’s statutory right to appraisal of such Dissenting Shares under such Section 262 of Delaware Law shall thereupon be deemed to have been converted into, and to have become exchangeable for, the right to receive the same Merger Consideration received by each Cash Election Share, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Purchaser Common Stock into which such Dissenting Company Stock in the manner set forth in Shares would have been converted pursuant to Section 2.82.3. The Company shall give Parent (x) Purchaser prompt notice of any written demands for appraisal received by the Companydemand, written withdrawals of such demands and any purported demand or other instruments served pursuant to Section 262 of Delaware Law and communication received by the Company in with respect of to any Dissenting Company Shares or shares claimed to be Dissenting Company Shares, and (y) Purchaser shall have the opportunity and right (at Parent’s election) to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Sharessuch shares. The Company shall notagrees that, except with without the prior written consent of Parent (which consent Purchaser, it shall not be unreasonably withheld, conditioned or delayed) or as required by an Order of a Governmental Authority of competent jurisdiction, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any demand or purported demand respecting such demands for payment in respect shares. Each holder of Dissenting SharesCompany Shares who, pursuant to the provisions of Chapter 13 of the California Corporations Code, becomes entitled to payment of the value of the Dissenting Company Shares will receive payment therefor but only after the value thereof has been agreed upon or finally determined pursuant to such provisions. Any portion of the Purchaser Common Stock or cash in lieu of fractional shares that would otherwise have been payable with respect to the Dissenting Company Shares will be retained by Purchaser.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, to the extent appraisal rights are available under Section 262 of Delaware Law, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a stockholder Company Stockholders who shall have (A) neither voted in favor of the Merger adoption of this Agreement nor consented thereto in writing and who shall have (B) properly and validly exercised such stockholder’s and perfected their respective statutory rights of appraisal in respect of such shares of Company Common Stock in accordance with Section 262 of Delaware Law the DGCL (the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to this Section 2.52.10. Any such stockholder shall Such Company Stockholders will be entitled to receive payment of the fair appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of Delaware Law; providedthe DGCL, however, except that notwithstanding the foregoing, all Dissenting Company Shares held by a stockholder Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost such stockholder’s statutory right their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of Delaware Law shall thereupon the DGCL will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the same Merger Consideration received by each Cash Election Share, without (less any interest thereon, amounts entitled to be deducted or withheld pursuant to Section 2.15) upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner set forth provided in Section 2.8. The 2.12 and such shares of Company shall give Parent (x) prompt notice of any written demands for appraisal received by the Company, written withdrawals of such demands and any other instruments served pursuant to Section 262 of Delaware Law and received by the Company in respect of Dissenting Shares and (y) the opportunity and right (at Parent’s election) to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Shares. The Company shall not, except with the prior written consent of Parent (which consent Common Stock shall not be unreasonably withhelddeemed to be Dissenting Company Shares. From and after the Effective Time, conditioned Dissenting Company Shares shall not be entitled to vote for any purpose or delayed) be entitled to the payment of dividends or as required by an Order other distributions (except dividends or other distributions payable to stockholders of a Governmental Authority of competent jurisdiction, voluntarily make any payment with respect record prior to any demands for appraisal or settle or offer to settle any such demands for payment in respect of Dissenting Sharesthe Effective Time).