Dissenting SPAC Shares Sample Clauses

Dissenting SPAC Shares. Each Dissenting SPAC Share issued and outstanding immediately prior to the First Effective Time held by a Dissenting SPAC Shareholder shall automatically be cancelled and cease to exist in accordance with Section 2.7(a) and shall thereafter represent only the right of such Dissenting SPAC Shareholder to be paid the fair value of such Dissenting SPAC Share and such other rights as are granted by the Cayman Act.
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
Dissenting SPAC Shares. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Law, each SPAC Share issued and outstanding immediately prior to the Merger Effective Time for which any SPAC Shareholder has validly exercised their dissenters’ rights for such SPAC Shares in accordance with Section 238 of the Cayman Companies Law, and has otherwise complied in all respects with all of the provisions of the Cayman Companies Law relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting SPAC Shares”) shall (i) not be exchanged for, and such SPAC Shareholders shall have no right to receive, the SPAC Merger Consideration unless and until such SPAC Shareholder fails to perfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Companies Law, and (ii) automatically be cancelled and cease to exist and shall thereafter represent only the right to be paid the fair value of such Dissenting SPAC Share and such other rights as are granted by the Cayman Companies Law, including but not limited to the rights pursuant to Section 238 of the Cayman Companies Law. For the avoidance of doubt, all SPAC Shares held by dissenting shareholders who shall have not exercised or perfected or who shall have effectively withdrawn or lost their dissenter rights under Section 238 of the Cayman Companies Law shall thereupon not be Dissenting SPAC Shares and shall be cancelled and cease to exist as of the Merger Effective Time, in consideration of the right to receive the SPAC Merger Consideration, without any interest thereon, in the manner provided in this Section 2.6. SPAC shall give NewPubco (i) prompt notice (and in any event within 48 hours of receipt) of any notices of objection, notices of approvals, notice of dissent or demands for appraisal or written offers, under Section 238 of the Cayman Companies Law received by SPAC, attempted withdrawals of such notices, demands or offers, and any other instruments served pursuant to applicable Law of the Cayman Islands and received by SPAC relating to its shareholders’ rights to dissent from the Merger or dissent rights, and (ii) to the extent permitted by applicable Law, the opportunity to direct all negotiations and proceedings with respect to any such notice or demand for appraisal under the Cayman Companies Law. Prior to the Merger Effective Time, SPAC shall not, except with the prior written consent of NewPubco, voluntarily...
Sample 1
Dissenting SPAC Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of SPAC Shares, each Dissenting SPAC Share that is issued and outstanding immediately prior to the Effective Time (if any) shall be automatically cancelled and extinguished and shall thereafter represent only such rights as are granted by the Companies Act to a holder of Dissenting SPAC Shares. Notwithstanding the foregoing, if any Dissenting SPAC Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time and the date of loss of such status, such shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.3(b), without interest thereon, upon compliance with Section 2.6 and shall not thereafter be deemed to be Dissenting SPAC Shares.
Sample 1Sample 2

Related to Dissenting SPAC Shares

  • Dissenting Shares Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such shares. The Company shall provide Acquiror prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demands.

  • Dissenting Shareholders (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 of the OGCA (“Section 1091”) (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d).

  • Dissent Rights Dissent Rights have not been exercised with respect to more than 5% of the issued and outstanding Common Shares.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!