Common use of Shares of Dissenting Holders Clause in Contracts

Shares of Dissenting Holders. (a) At the Effective Time, all Dissenting Shares shall automatically be canceled and, unless otherwise required by applicable Law, converted into the right to receive the portion of the Aggregate Merger Consideration that the holders thereof are entitled to receive in its entirety pursuant to Article II. Any holder of Dissenting Shares shall, in the event that the fair value of a Dissenting Share as appraised by the Supreme Court of Bermuda under Section 92(7) of the Bermuda Companies Act (the “Appraised Fair Value”) is greater than the portion of the Aggregate Merger Consideration received by such holder pursuant to this Agreement, be entitled to receive such difference from the Surviving Company by payment to the holder of the Dissenting Shares made within one month after such Appraised Fair Value is finally determined pursuant to such statutory appraisal procedure. (b) In the event that a holder fails to perfect, effectively withdraws or otherwise waives any right to appraisal (each, an “Appraisal Withdrawal”), such holder shall have no other rights with respect to such Dissenting Shares other than as contemplated by Section 2.08. (c) The Company shall give Parent prompt written notice of and keep Parent reasonably informed regarding (A) any demands for appraisal of Dissenting Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communication received by the Company in connection with the foregoing and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares. To the extent permitted by applicable Law, (x) Parent shall have right, but not the obligation, to control any settlement negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act and (y) if Parent elects not to control such proceedings (or such control is not permitted by applicable Law), the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act. The Company shall not, without the prior written consent of Parent in its sole discretion, voluntarily make any payment with respect to, offer to settle or settle any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act or exercise any right to terminate this Agreement and the Merger under Section 92(12) of the Bermuda Companies Act as a result of dissenter claims. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of Parent, and Parent shall, upon the Company’s written request, promptly reimburse the Company and its Subsidiaries for any reasonable out-of-pocket costs and expenses incurred by such Persons in connection with any demands for appraisal of Dissenting Shares.

Shares of Dissenting Holders. (a) At Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all Dissenting Shares shall automatically be canceled (but shall not entitle their holders to receive the Merger Consideration) and, unless otherwise required by applicable Lawwithout any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the portion of the Aggregate Merger Consideration that the holders thereof are entitled to receive in its entirety pursuant to Article II. Any holder of Dissenting Shares shall, in the event that the fair value of a such Dissenting Share as appraised by the Supreme Court of Bermuda under Section 92(7106(6) of the Bermuda Companies Act (the “Appraised Fair Value”) is greater than the portion of the Aggregate Merger Consideration received by such holder pursuant from, subject to this AgreementSection 2.04(e), be entitled to receive such difference from the Surviving Company by payment to the holder of the Dissenting Shares made within one month after such Appraised Fair Value is finally determined pursuant to such statutory appraisal procedure. (b) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all holders of Dissenting Preference Shares shall, unless otherwise required by applicable Law, be entitled to retain such Dissenting Preference Shares, and any holder of Dissenting Preference Shares shall, in the event that the fair value of a Dissenting Preference Share as appraised by the Supreme Court of Bermuda under Section 106(6) of the Bermuda Companies Act is greater than the value of such Surviving Company Preference Shares, be entitled to receive such difference (the “Additional Amount”), in addition to the Surviving Company Preference Shares from the Surviving Company. (c) In the event that a holder of Dissenting Shares or Dissenting Preference Shares fails to perfect, effectively withdraws or otherwise waives any right to appraisal (each, an “Appraisal Withdrawal”), then (i) in the case of Dissenting Shares, such holder shall have no other rights with respect to such Dissenting Shares Shares, other than the right to receive the Merger Consideration as contemplated by Section 2.082.01 and (ii) in the case of Dissenting Preference Shares, such holder shall have no other rights with respect to such Dissenting Preference Shares other than to receive an equivalent number of Surviving Company Preference Shares. (cd) The Company shall give Parent (i) prompt written notice of and keep Parent reasonably informed regarding (A) any demands for appraisal of Dissenting Shares or Dissenting Preference Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communication communications received by the Company or its Representatives in connection with the foregoing and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares. To Shares or Dissenting Preference Shares and (ii) to the extent permitted by applicable Law, (x) Parent shall have right, but not the obligation, to control any settlement negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act and (y) if Parent elects not to control such proceedings (or such control is not permitted by applicable Law), the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act. The Company shall not, without the prior written consent of Parent in its sole discretionParent, voluntarily make any payment with respect to, offer to settle settle, or settle any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act or exercise any right to terminate this Agreement and the Merger under Section 92(12) of the Bermuda Companies Act as a result of dissenter claimsAct. Payment of any amount Additional Amount payable to holders of Dissenting Shares or Dissenting Preference Shares shall be the obligation of Parent, and Parent shall, upon the Surviving Company’s written request, promptly reimburse . (e) The Exchange Fund shall be available to fund payments of the Company and its Subsidiaries for any reasonable out-of-pocket costs and expenses incurred by such Persons in connection with any demands for appraisal Appraised Fair Value up to the amount of the Merger Consideration to holders of Dissenting Shares.

Shares of Dissenting Holders. (a) At the Effective Time, all Dissenting Shares shall automatically be canceled and, unless otherwise required by applicable Law, converted into the right to receive receive, with respect to Company Shares, the portion Merger Consideration or, with respect to Company Preferred Shares, the preferred shares of the Aggregate Merger Consideration that the holders thereof are entitled to receive Surviving Company as described in its entirety pursuant to Article II. Any Section 2.01(d), and any holder of Dissenting Shares shall, in the event that the fair value of a Dissenting Share as appraised by the Supreme Court of Bermuda under Section 92(7106(6) of the Bermuda Companies Act (the “Appraised Fair Value”) is greater than than, with respect to Company Shares, the portion Merger Consideration or, with respect to Company Preferred Shares, the value of their preferred shares of the Aggregate Merger Consideration received by such holder pursuant to this AgreementSurviving Company as described in Section 2.01(d), be entitled to receive such difference from the Surviving Company by payment to the holder of the Dissenting Shares made within one month thirty (30) days after such Appraised Fair Value is finally determined pursuant to such statutory appraisal procedure. (b) In the event that a holder fails to perfectexercise, effectively withdraws or otherwise waives any right to appraisal (each, an “Appraisal Withdrawal”)) such holder’s Dissenting Shares shall be canceled and converted as of the Effective Time into the right to receive, such holder shall have no other rights with respect to Company Shares, the Merger Consideration or, with respect to Company Preferred Shares, the preferred shares of the Surviving Company as described in Section 2.01(d), for each such Dissenting Shares other than as contemplated by Section 2.08Share. (c) The Company shall give Parent prompt (i) written notice of and keep Parent reasonably informed regarding (A) any demands for appraisal of Dissenting Shares or Shares, Appraisal Withdrawals and any other written instruments, notices, petitions or other written communication received by the Company in connection accordance with the foregoing this Section 2.04 and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares. To Shares and (ii) to the extent permitted by applicable Law, (x) Parent shall have right, but not the obligation, to control any settlement negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act and (y) if Parent elects not to control such proceedings (or such control is not permitted by applicable Law), the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act. The Company shall not, without the prior written consent of Parent in its sole discretionParent, voluntarily make any payment with respect to, offer to settle or settle any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act or exercise any right to terminate this Agreement and the Merger under Section 92(12) of the Bermuda Companies Act as a result of dissenter claimsAct. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of Parent, and Parent shall, upon the Surviving Company’s written request, promptly reimburse the Company and its Subsidiaries for any reasonable out-of-pocket costs and expenses incurred by such Persons in connection with any demands for appraisal of Dissenting Shares.

Shares of Dissenting Holders. (a) At the Effective Time, all Dissenting Shares shall automatically be canceled and, unless otherwise required by applicable Law, converted into the right to receive the portion Merger Consideration pursuant to Section 2.08. Any Dissenting Shareholder shall receive payment of the Aggregate Merger Consideration that only upon final determination of the holders thereof are entitled claim relating to receive in its entirety pursuant to Article II. Any those Dissenting Shares and any holder of Dissenting Shares shall, in the event that the fair value of a Dissenting Share as appraised by the Supreme Court of Bermuda under Section 92(7106(6) of the Bermuda Companies Act (the “Appraised Fair Value”) is greater than the portion of the Aggregate Merger Consideration received by applicable to such holder pursuant to this Agreement, Company Shares be entitled to receive such difference from the Surviving Company by payment to the holder of the Dissenting Shares made within one month thirty (30) days after such Appraised Fair Value is finally determined pursuant to such statutory appraisal procedure. (b) In the event that a holder fails to perfect, effectively withdraws or otherwise waives any right to appraisal (each, an “Appraisal Withdrawal”), such holder shall have no other rights with respect to such Dissenting Shares other than as contemplated by Section 2.08. (c) The Company shall give Parent prompt (i) written notice of and keep Parent reasonably informed regarding (A) any demands for appraisal of Dissenting Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communication received by the Company in connection with the foregoing and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares. To Shares and (ii) to the extent permitted by applicable Law, (x) Parent shall have right, but not the obligation, to control any settlement negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act and (y) if Parent elects not to control such proceedings (or such control is not permitted by applicable Law), the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act. The Company shall not, without the prior written consent of Parent in its sole discretionParent, voluntarily make any payment with respect to, offer to settle or settle any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act or exercise any right to terminate this Agreement and the Merger under Section 92(12section 106(7) of the Bermuda Companies Act as a result of dissenter claims. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of Parent, and Parent shall, upon the Surviving Company’s written request, promptly reimburse the Company and its Subsidiaries for any reasonable out-of-pocket costs and expenses incurred by such Persons in connection with any demands for appraisal of Dissenting Shares.

Shares of Dissenting Holders. Any issued and outstanding shares of any Merging Company held by persons who object to the Mergers and comply with all provisions of applicable law concerning the right of such holders to dissent from a Merger and demand appraisal of their shares (a"DISSENTING HOLDERS") At will be deemed to be converted, as of the Effective Time, all Dissenting Shares shall automatically be canceled and, unless otherwise required by applicable Law, converted into the right to receive the portion amount of cash, promissory notes and common stock of New Futech calculated in accordance with EXHIBIT 1.6. The consideration to be received by such Dissenting Holders will be held back and not issued by New Futech until such time, and in any event not prior to the Effective Time, that such Dissenting Holder has either withdrawn his demand for appraisal or lost his right of appraisal, pursuant to the applicable law. After the Dissenting Holder has withdrawn his demand for appraisal, or lost his right of appraisal, and upon surrender, in the manner provided by Section 1.8.2, of the Aggregate Merger Consideration certificate or certificates that formerly evidenced the holders thereof shares of stock of a Merging Company owned by the Dissenting Holder, such Dissenting Holder will be entitled to receive from New Futech the consideration calculated in accordance with EXHIBIT 1.6, without interest. If any Dissenting Holders are entitled to receive in its entirety pursuant to Article II. Any holder of Dissenting Shares shall, in the event that the fair value of a Dissenting Share as appraised by the Supreme Court of Bermuda under Section 92(7) of the Bermuda Companies Act (the “Appraised Fair Value”) is greater than the portion of the Aggregate Merger Consideration received by such holder pursuant to this Agreement, be entitled to receive such difference from the Surviving Company by payment to the holder of the Dissenting Shares made within one month after such Appraised Fair Value is finally determined pursuant to such statutory appraisal procedure. (b) In the event that a holder fails to perfect, effectively withdraws or otherwise waives any right to appraisal (each, an “Appraisal Withdrawal”), such holder shall have no other rights with respect to such Dissenting Shares other than as contemplated by Section 2.08. (c) The Company shall give Parent prompt written notice of and keep Parent reasonably informed regarding (A) any demands for appraisal of Dissenting Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communication received by the Company in connection with the foregoing and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of such shares held by them in accordance with applicable law, then New Futech will make such payment in full satisfaction of the Dissenting SharesHolders' rights to receive the consideration calculated in accordance with EXHIBIT 1.6 and New Futech will have no obligation to issue the consideration calculated in accordance with EXHIBIT 1.6 that was to be received by any Dissenting Holder who received payment of the fair value of such shares held by such Dissenting Holders. To Prior to the extent permitted Effective Time, each Merging Company will give to New Futech and each other Merging Company notice of any demands by applicable LawDissenting Holders. Futech, (x) Parent shall prior to the Effective Time, and New Futech after the Effective Time, will have right, but not the obligation, right to control any settlement participate in all negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act and (y) if Parent elects not to control such proceedings (or such control is not permitted by applicable Law), the opportunity to participate with the demands. A Merging Company in any settlement negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act. The Company shall will not, without except with the prior written consent of Parent in its sole discretionFutech, prior to the Effective Time, and New Futech after the Effective Time, voluntarily make any payment with respect to, or settle or offer to settle or settle settle, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act or exercise any right payment. Futech shall be entitled to terminate this Agreement and in its entirety, at the Merger under Section 92(12election of Futech's Board of Directors, if dissenter's rights are exercised by shareholders who would receive five percent (5%) or more of the Bermuda Companies Act as a result of dissenter claims. Payment of any amount payable total consideration referred to holders of Dissenting Shares shall be the obligation of Parent, and Parent shall, upon the Company’s written request, promptly reimburse the Company and its Subsidiaries for any reasonable out-of-pocket costs and expenses incurred by such Persons in connection with any demands for appraisal of Dissenting Shareson EXHIBIT 1.6.

Shares of Dissenting Holders. (a) At the Effective Time, all Dissenting Shares shall automatically be canceled andtransferred in exchange, unless otherwise required by applicable Law, converted into for the right to receive the portion of the Aggregate Merger Consideration that the holders thereof are entitled to receive in its entirety pursuant to Article II. Any Section 2.01(c), and any holder of Dissenting Shares shall, in the event that the fair value of a Dissenting Share as appraised by the Supreme Court of Bermuda under Section 92(7106(6) of the Bermuda Companies Act (the “Appraised Fair Value”) is greater than the portion of the Aggregate Merger Consideration received by such holder pursuant to this AgreementConsideration, be entitled to receive such difference from the Surviving Company by payment to the holder of the Dissenting Shares made within one month thirty (30) days after such Appraised Fair Value is finally determined pursuant to such statutory appraisal procedure. (b) In the event that a holder fails to perfect, effectively withdraws or otherwise waives any right to appraisal (each, an “Appraisal Withdrawal”), such holder shall have no other rights with respect to such holder’s Dissenting Shares other than shall be transferred in exchange as contemplated by Section 2.08of the Effective Time for the right to receive the Merger Consideration for each such Company Share. (ca) The Company shall give Parent prompt (i) written notice of and keep Parent reasonably informed regarding (A) any demands for appraisal or payment of Dissenting Shares or the fair value of any Company Shares, Appraisal Withdrawals and any other written instruments, notices, petitions or other communication received by the Company in connection with the foregoing foregoing, in each case, pursuant to the provisions of the Bermuda Companies Act concerning the rights of holders of Company Shares to require appraisal of such Company Shares in accordance with this Section 2.05 and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares. To Shares and (ii) to the extent permitted by applicable Law, (x) Parent shall have right, but not the obligation, to control any settlement negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act and (y) if Parent elects not to control such proceedings (or such control is not permitted by applicable Law), the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act. The Company shall not, without the prior written consent of Parent in its sole discretionParent, voluntarily make any payment with respect to, offer to settle or settle any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act or exercise any right to terminate this Agreement and the Merger under Section 92(12) of the Bermuda Companies Act as a result of dissenter claimsAct. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of Parent, and Parent shall, upon the Surviving Company’s written request, promptly reimburse the Company and its Subsidiaries for any reasonable out-of-pocket costs and expenses incurred by such Persons in connection with any demands for appraisal of Dissenting Shares.

Shares of Dissenting Holders. (a) At the Effective Time, all Dissenting Shares shall automatically be canceled and, unless otherwise required by applicable Law, converted into the right to receive receive, the portion of the Aggregate Merger Consideration that the holders thereof are entitled to receive in its entirety pursuant to Article II. Any Section 3.01(c), and any holder of Dissenting Shares shall, in the event that the fair value of a Dissenting Share as appraised by the Supreme Court of Bermuda under Section 92(7106(6) of the Bermuda Companies Act (the “Appraised Fair Value”) is greater than than, the portion of the Aggregate Merger Consideration received by such holder pursuant to this AgreementConsideration, be entitled to receive such difference from the Surviving Company by payment to the holder of the Dissenting Shares made within one month thirty (30) days after such Appraised Fair Value is finally determined pursuant to such statutory appraisal procedure. (b) In the event that a holder fails to perfectexercise, effectively withdraws or otherwise waives any right to appraisal (each, an “Appraisal Withdrawal”), such holder shall have no other rights with respect to such Dissenting Shares other than as contemplated by Section 2.083.01. (c) The Company shall give Parent prompt (i) written notice of and keep Parent reasonably informed regarding (A) any demands for appraisal of Dissenting Shares or Appraisal Withdrawals and any other written instruments, notices, petitions or other communication received by the Company in connection with the foregoing and (B) to the extent that the Company has Knowledge thereof, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares. To Shares and (ii) to the extent permitted by applicable Law, (x) Parent shall have right, but not the obligation, to control any settlement negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act and (y) if Parent elects not to control such proceedings (or such control is not permitted by applicable Law), the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal under the Bermuda Companies Act. The Company shall not, without the prior written consent of Parent in its sole discretionParent, voluntarily make any payment with respect to, offer to settle or settle any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or to timely take any other action to exercise appraisal rights in accordance with the Bermuda Companies Act or exercise any right to terminate this Agreement and the Merger under Section 92(12) of the Bermuda Companies Act as a result of dissenter claimsAct. Payment of any amount payable to holders of Dissenting Shares shall be the obligation of Parent, and Parent shall, upon the Surviving Company’s written request, promptly reimburse the Company and its Subsidiaries for any reasonable out-of-pocket costs and expenses incurred by such Persons in connection with any demands for appraisal of Dissenting Shares.