Dissenting Stockholders. Dissenters' Shares will be paid for by Parent in accordance with Section 262 of the DGCL. The Company shall give Parent (a) prompt notice of any written demands for fair value received by the Company, withdrawals of such demands, and any other related instruments served pursuant to Section 262 of the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for fair value under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for fair value for Dissenters' Shares or offer to settle, or settle, any such demands.
Appears in 3 contracts
Samples: Merger Agreement (Ubs Ag/Ny), Merger Agreement (Ubs Americas Inc), Merger Agreement (Sabre Holding Corp)
Dissenting Stockholders. Dissenters' Shares will shall be purchased and paid for by Parent in accordance with Section 262 of the DGCL. The Company shall give Parent (a) prompt notice of any written demands for fair value received by the Company, withdrawals of such demands, demands and any other related instruments served pursuant to Section 262 of the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for fair value under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for fair value for Dissenters' Shares or offer to settle, or settle, any such demands.
Appears in 2 contracts
Samples: Merger Agreement (Tucker Anthony Sutro), Merger Agreement (Royal Bank of Canada \)
Dissenting Stockholders. Dissenters' Shares will shall be purchased and paid for by Parent in accordance with Section Sections 262 of the DGCL. The Company shall give Parent the Acquiror (a) prompt notice of any written demands for fair value received by the Company, withdrawals of such demands, demands and any other related instruments served pursuant to Section 262 of the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for fair value under the DGCL. The Company shall not, except with the prior written consent of Parentthe Acquiror, voluntarily make any payment with respect to any demands for fair value for Dissenters' Shares or offer to settle, or settle, any such demands.
Appears in 2 contracts
Samples: Merger Agreement (Admiralty Bancorp Inc), Merger Agreement (Royal Bank of Canada \)
Dissenting Stockholders. Dissenters' Shares will shall be purchased and paid for by Parent in accordance with Section 262 of the DGCL. The Company shall give Parent (a) prompt notice of any written demands for fair value received by the Company, withdrawals of such demands, and any other related instruments served pursuant to Section 262 of the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for fair value under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for fair value for Dissenters' Shares or offer to settle, or settle, any such demands.
Appears in 1 contract
Dissenting Stockholders. Dissenters' β Shares will be paid for by Parent in accordance with Section 262 of the DGCL. The Company shall give Parent (a) prompt notice of any written demands for fair value received by the Company, withdrawals of such demands, and any other related instruments served pursuant to Section 262 of the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for fair value under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for fair value for Dissenters' β Shares or offer to settle, or settle, any such demands.
Appears in 1 contract
Samples: Merger Agreement