NUTAQ Dissent Rights Sample Clauses

NUTAQ Dissent Rights. (a) A Holder of NUTAQ Shares may exercise rights of dissent with respect to such NUTAQ Shares pursuant to and in the manner set forth in Section 190 of the CBCA (the “NUTAQ Dissent Rights”) in connection with the Amalgamation. A Holder of NUTAQ Shares who duly exercises such NUTAQ Dissent Rights (including the sending of a notice of dissent to NUTAQ) will cease to have any rights as a Holder of NUTAQ Shares other than the right to be paid the fair value of such holder’s NUTAQ Shares pursuant to Section 190 of the CBCA except in certain circumstances, including where such Holder withdraws the notice of dissent or NUTAQ rescinds the NUTAQ Amalgamation Resolution before the resolution becomes effective, before the Holder makes an agreement with NUTAQ to sell its NUTAQ Shares, or before a “court”, as such term is defined in the CBCA, makes an order that NUTAQ must purchase such Holder’s NUTAQ Shares.
Sample 1
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Related to NUTAQ Dissent Rights

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

  • Dissenting Shares Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, 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 Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice, or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relate to such demand, and Parent shall have the opportunity and right to participate in all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

  • CSEA Rights CSEA shall have the following rights in addition to the rights contained in any other portion of this Agreement.

  • Rights of Dissent Pursuant to the Interim Order, each registered Company Shareholder may exercise rights of dissent (“Dissent Rights”) under Section 238 of the BCBCA and in the manner set forth in Sections 242 to 247 of the BCBCA, all as modified by this Article 4 as the same may be modified by the Interim Order or the Final Order in respect of the Arrangement, provided that the written notice of dissent to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to and received by the Company not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the Company Meeting. Company Shareholders who validly exercise such rights of dissent and who:

  • Veto rights 6.2.4.1 A Member which can show that its own work, time for performance, costs, liabilities, intellectual property rights or other legitimate interests would be severely affected by a decision of a Consortium Body may exercise a veto with respect to the corresponding decision or relevant part of the decision.

  • EMPLOYER RIGHTS - UNION RIGHTS Section 2.1 Members of the Union, except those meeting the requirements of Employer as defined herein, shall not contract for any electrical work by the hour, unit basis, lump sum or any other manner whatsoever.

  • Step-In Rights If the Contractor is in material breach of its obligation to perform any of the services under the Contract and fails to remedy such breach within ten (10) days after written notice of the breach from the Department, the Department, at its sole discretion, shall have the right to “step-in” (i.e. perform the work itself) or hire another contractor to perform these services. Contractor shall be liable to the Department for any fees or expenses that the Department may incur in exercising its step-in rights or securing a substitute provider to assume completion of those services.

  • Reemployment Rights a. Laid-off employees are eligible for reemployment in the classification from which laid off for a thirty-nine (39) month period from the effective date of layoff and shall be reemployed in the reverse order of layoff, as vacancies become available.

  • ARTICLE MANAGEMENT RIGHTS The Union acknowledges that it is the exclusive function of the Company to manage the business and direct the working force, including but not limited to the following:

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

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