Dissenting Holders Clause Samples
The Dissenting Holders clause defines the rights and treatment of 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 exercise their rights, such as demanding payment for the fair value of their shares instead of accepting the terms of the transaction. Its core function is to protect minority shareholders by providing a formal mechanism for them to object to major corporate changes and to ensure they receive fair compensation if they choose not to participate.
Dissenting Holders. (a) Notwithstanding anything in this Agreement to the contrary, any shares of Company Stock outstanding immediately prior to the Effective Time eligible under the DGCL to exercise appraisal or dissenters’ rights and held by a holder, if any, who has not voted in favor of the Merger or consented thereto in writing and who has exercised and perfected appraisal or dissenters’ rights for such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such appraisal or dissenters’ rights (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to consideration for Company Stock set forth in Section 2.2(a), and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders in Section 262 of the DGCL.
(b) Notwithstanding the provisions of Section 2.3(a), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights and dissenters’ rights under Section 262 of the DGCL, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for such shares set forth in Section 2.2(a), without interest, less the Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.2(a)(iii) of the Disclosure Schedule, upon surrender of the certificate representing such shares.
(c) Company shall (i) comply with the requirements of Section 262 of the DGCL, (ii) give Parent prompt notice of any written demand received by Company pursuant to Section 262 of the DGCL, and of withdrawals of such demands, and provide copies of any documents or instruments served pursuant to the DGCL and received by Company and (iii) give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demands. Company shall not make any payment or settlement offer prior to the Effective Time with respect to any such demand unless Parent shall have consented in writing to such payment or settlement offer.
(d) Any amount paid by Parent, Company or the Surviving Corporation to any Person with respect to Dissenting Shares pursuant to Section 262 of the DGCL in excess of the amount that would otherwise be payable pursuant to Section 2.2(a) for each such Dissenting Share (such amount, unless determined in a final, non- appealable judgme...
Dissenting Holders. In the case of Energy Partners' obligation to consummate the Merger, the shares of Hydrocarbon Common Stock held by Dissenting Holders shall not exceed 5% of the outstanding shares of Hydrocarbon Common Stock immediately prior to the Redemption.
Dissenting Holders. 11 2.9 Indemnity Consideration. . . . . . . . . . . . . . . . . . . . . . . . 11
Dissenting Holders. Notwithstanding any of the provisions of this Agreement, any holder of Ferex Common Stock who shall not have voted in favor of the Share Exchange and who shall have exercised or perfected rights for appraisal of shares of Ferex Common Stock in accordance with Article 5.12 of the Texas BCA or shall otherwise be entitled to exercise or perfect such rights (a "Dissenting Holder") shall not receive their pro rata share of the Purchase Consideration but shall from and after the Closing Date have only the right to receive such consideration as may be determined to be due to such Dissenting Holder pursuant to the procedures set forth in the Texas BCA; PROVIDED, HOWEVER, that the shares of Ferex Common Stock held by a Dissenting Holder who shall effectively withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the Texas BCA, shall be deemed to be converted, as of the Closing Date, into the right to receive the Closing Per Share Amount, without interest, for each share of Ferex Common Stock which such Dissenting Holder owned as of the Closing Date.
Dissenting Holders. The Company will give the Purchaser prompt notice of receipt of any written or other 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 or any other communications indicating opposition or potential opposition to the transactions contemplated by this Agreement or 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, instrument or other communication unless the Purchaser, acting reasonably, shall have given its written consent. Without limiting the generality of the foregoing, the Company shall provide the Purchaser with an opportunity to review and comment on any written communication sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights or to any person otherwise indicating opposition or potential opposition to the transactions contemplated by this Agreement or the Arrangement.
Dissenting Holders each of the Company Common Share or Company Preferred Share held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised before the Effective Time shall be deemed to have been transferred, without any further act or formality by or on behalf of any Dissenting Holder, to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for the amount determined under ARTICLE 3, and:
Dissenting Holders. Each outstanding Share held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised and not withdrawn shall be deemed to have been transferred by such Dissenting Holder without any further action, authorization or formality by or on behalf of the holder thereof to the Purchaser in consideration for the right to receive an amount determined and payable in accordance with Section 3.1, and:
(a) such Dissenting Holder shall cease to be the holder of such Share and to have any rights as a Shareholder, other than the right to receive an amount determined and payable in accordance with Section 3.1;
(b) such Dissenting Holder's name shall be removed from the register of holders of Shares maintained by or on behalf of the Company; and
(c) the Purchaser shall be recorded in the register of holders of Shares maintained by or on behalf of the Company as the holder of the Shares so transferred, and shall be deemed to be the legal and beneficial owner thereof;
Dissenting Holders. 2.02(e) Dissenting Share ............................................... 1.04(c) Dissenting Shares .............................................. 1.04(c) Effective Time ................................................. 1.02
Dissenting Holders. 29 3.3 Company Options; Company RSUs ....................................................................... 29 3.4 Payment of the Merger Consideration .................................................................... 30 3.5
Dissenting Holders