Common use of Notice of Dissenting Shares Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Under Armour, Inc.), Agreement and Plan of Merger (Under Armour, Inc.)

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Notice of Dissenting Shares. The Company shall give Parent: (i) prompt notice of any demands for payment for shares of Capital Stock appraisal received by the Company, withdrawals of any demands, and any other instruments or notices served or otherwise delivered pursuant to the DGCL (or under Chapter 13) 13 of the CCC, if 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 or other instruments or notices. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably unreasonable withheld, conditioned or delayed, withheld or conditioned), make any payment with respect to, settle, to any demands for appraisal of shares of Company Capital Stock or offer to settle or otherwise negotiate any such demands.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Life360, Inc.)

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Notice of Dissenting Shares. The Company shall give Parent: (i) Parent 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; provided, however, the Company shall control and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demands or other instruments or noticesnotices with reasonable participation by the Parent upon Parent’s request. 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, settle or offer to settle or otherwise negotiate any such demands.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Under Armour, Inc.)

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