Dissenting Company Shares. (A) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by stockholders who shall have properly and validly exercised their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 2.5. Such stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall thereupon be deemed to have been converted into,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 Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 2.6.
Appears in 3 contracts
Samples: Acquisition Agreement (Dot Hill Systems Corp), Acquisition Agreement (Ca, Inc.), Acquisition Agreement (Rally Software Development Corp)
Dissenting Company Shares. (A) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly exercised their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 2.52.7. Such stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall thereupon be deemed to have been converted into,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 Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 2.62.8.
Appears in 2 contracts
Samples: Acquisition Agreement (Salesforce Com Inc), Acquisition Agreement (ExactTarget, Inc.)
Dissenting Company Shares. (A) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly exercised and perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 2.52.6. Such stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of 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 Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 2.62.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sandisk Corp), Agreement and Plan of Merger (Fusion-Io, Inc.)
Dissenting Company Shares. (A) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by stockholders Company Stockholders who shall have properly and validly exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 2.52.10. Such stockholders shall Company Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by stockholders Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall thereupon will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without any interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 2.62.12.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forescout Technologies, Inc)