Notice of Dissenting Shares. The Company shall give Parent: (i) prompt notice of any demands for appraisal of shares of Company Capital Stock received by the Company, withdrawals of any demands, and any other instruments served pursuant to the DGCL and received by the Company; and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal of shares of Company Capital Stock or offer to settle any such demands other than by operation of law or pursuant to a final order of a court of competent jurisdiction.
Notice of Dissenting Shares. The Company shall give the Buyer: (i) prompt notice of any demands for appraisal of shares of Common Stock or Preferred Stock received by the Company, withdrawals of any demands, and any other instruments served pursuant to the DGCL and received by the Company; and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal. The Company shall not, except with the prior written consent of the Buyer, make any payment with respect to any demands for appraisal of shares of Common Stock or Preferred Stock or offer to settle any such demands other than by operation of law or pursuant to a final order of a court of competent jurisdiction.
Notice of Dissenting Shares. The Company shall give Parent: (i) prompt notice of any demands for appraisal of shares of Company Capital Stock received by the Company, withdrawals of any demands, and any other instruments or notices served or otherwise delivered pursuant to the DGCL or the CGCL, as applicable, and received by the Company; and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal or other instruments or notices. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal of shares of Company Capital Stock or offer to settle any such demands.
Notice of Dissenting Shares. The Surviving Corporation or Parent, as the case may be, shall give the Stockholders’ Agent: (i) prompt notice of any demands for appraisal of shares of Company Capital Stock received by the Surviving Corporation or Parent, withdrawals of any demands, and any other instruments served pursuant to the DGCL and received by the Surviving Corporation or Parent; and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demands for appraisal, provided that the Surviving Corporation and Parent shall have the right to direct all such negotiations and proceedings. Neither the Surviving Corporation nor Parent shall, except with the prior written consent of the Stockholders’ Agent, which consent shall not be unreasonably withheld or delayed, make any payment with respect to any demands for appraisal of shares of Company Capital Stock or offer to settle any such demands in each case for any amount in excess of what is payable by Parent in accordance with this Agreement with respect to such shares of Company Capital Stock and other than by operation of law or pursuant to a final order of a court of competent jurisdiction. The Stockholders’ Agent shall not, except with the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed, make any payment with respect to any demands for appraisal of shares of Company Capital Stock or offer to settle any such demands other than by operation of law or pursuant to a final order of a court of competent jurisdiction.
Notice of Dissenting Shares. The Company shall give Parent: (i) prompt notice of any demands for payment for shares of Capital Stock received by the Company, withdrawals of any demands, and any other instruments or notices served or otherwise delivered pursuant to the DGCL (or Chapter 13) and received by the Company; and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demands or other instruments or notices. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably delayed, withheld or conditioned), make any payment with respect to, settle, offer to settle or otherwise negotiate any such demands.
Notice of Dissenting Shares. The Company shall provide prompt notice to Purchaser of any demands received by the Company for appraisal of any shares of Company Stock, attempted withdrawals of any such demands and any other documents received in connection with any assertion of rights to payment of fair value under Article 15 of the VSCA, and Purchaser shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Purchaser, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.
Notice of Dissenting Shares. Prior to the Effective Time, the Company shall give Parent: (i) prompt notice of: (A) any demands for appraisal of shares of Company Capital Stock pursuant to the DGCL received by the Company; (B) any withdrawal of any such demand; and (C) any other instrument or notice served on or otherwise delivered to the Company pursuant to the DGCL; and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demand for appraisal or any such other instrument or notice. Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demand for appraisal of shares of Company Capital Stock or settle, offer to settle or otherwise negotiate any such demand.
Notice of Dissenting Shares. Company shall give Purchaser: (i) prompt written notice of any demands for appraisal of shares of Company Capital Stock received by the Company, withdrawals of any demands, and any other instruments served pursuant to the DGCL and received by Company; and (ii) the opportunity to direct (with the participation of the Company, with respect to periods prior to the Effective Time, or the Stockholder Representative, with respect to periods following the Effective Time) all negotiations and proceedings with respect to any such demands for appraisal. Company shall not make any payment or settlement offer prior to the Effective Time with respect to any such demand unless Purchaser shall have consented in writing to such payment or settlement offer, except as required by applicable Legal Requirements. Purchaser (and not Company or the Paying Agent) shall be responsible for any settlement of claims with respect to any Dissenting Shares, which settlements may be paid in cash, capital stock of Purchaser or such other consideration as Purchaser shall determine, except as otherwise required by applicable Legal Requirements. Upon any settlement of claims with respect to any Dissenting Shares, Purchaser shall direct the Paying Agent to promptly return to Purchaser that portion of the Merger Consideration that would otherwise have been payable to such Dissenting Holder had the status of such Dissenting Shares not been perfected.
Notice of Dissenting Shares. Prior to the Effective Time, the Company shall give Parent prompt notice (and in no event more than two Business Days) of (A) any demand for appraisal of shares of Capital Stock received by the Company; (B) any withdrawal of any such demand; and (C) any other instrument or notice served or otherwise delivered to the Company pursuant to Section 262 of the DGCL. Prior to the Effective Time, Parent shall have the right to participate in all negotiations and proceedings with respect to any such demand for appraisal. Prior to the Effective Time, the Company agrees that it shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment, or offer to make any payment, with respect to any demand for appraisal of shares of Capital Stock or settle, or offer to settle, any such demand.
Notice of Dissenting Shares. The Company will give Parent prompt written notice upon receipt by the Company at any time before the Effective Time of any notice of intent to demand the fair value of any shares of Common Stock under the Delaware General Corporation Law and any withdrawal of any such notice. The Company will not, except with the prior written consent of Parent, negotiate, make any payment with respect to, or settle or offer to settle, any such demand at any time before the Effective Time.
