Common use of Notice of Dissenting Shares Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Connecture Inc), Agreement and Plan of Merger (Connecture Inc)

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Notice of Dissenting Shares. The Company shall give the BuyerParent: (i) prompt notice of any demands for appraisal of shares of Common Stock or Preferred Company Capital Stock received by the Company, withdrawals of any demands, and any other instruments served 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. The Company shall not, except with the prior written consent of the BuyerParent, make any payment with respect to any demands for appraisal of shares of Common Stock or Preferred 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)

Notice of Dissenting Shares. The Company shall give the Buyer: (i) prompt notice of any demands for appraisal of shares of Common Stock or Company 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 Company 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Amn Healthcare Services Inc)

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Notice of Dissenting Shares. The Company shall give the BuyerParent: (i) prompt notice of any demands for appraisal of shares of Common Stock or Preferred Company Capital Stock received by the Company, withdrawals of any demands, and any other instruments served pursuant to the DGCL or the CGCL, as applicable, and received by the Company; and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to any such demands for appraisal. The Company shall not, except with the prior written consent of the BuyerParent, make any payment with respect to any demands for appraisal of shares of Common Stock or Preferred 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yelp Inc)

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