Common use of Statutory Dissenters Rights Clause in Contracts

Statutory Dissenters Rights. Notwithstanding anything in this Agreement to the contrary, any Shares that are issued and outstanding immediately prior to the Effective Time and are held by a holder of Shares (each, a “Dissenting Shareholder”) who has validly exercised and not withdrawn or lost its right to dissent from the Merger (“Dissenter Rights”) pursuant to Section 238 of the CICL (collectively, the “Dissenting Shares”) shall be surrendered and cancelled and cease to exist at the Effective Time, but shall not be converted into or exchangeable for or represent the right to receive the Per Share Merger Consideration, and each such Dissenting Shareholder shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 238 of the CICL. If any Dissenting Shareholder failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn or lost his or her rights thereunder, then as of the later of the Effective Time, the occurrence of such event or a court of competent jurisdiction determining that such holder is not entitled to the relief provided by Section 238 of the CICL, the Dissenting Shareholder shall, in respect of its Dissenting Shares surrendered and cancelled at the Effective Time, be entitled to receive the Per Share Merger Consideration (without any interest thereon), pursuant to this Section 3.1. The Company shall give Parent (i) prompt notice of any written notice of exercise of Dissenter Rights, attempted withdrawals of such Dissenter Rights, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders' exercise of Dissenter Rights and (ii) the opportunity to direct all negotiations and proceedings with respect to the exercise of Dissenter Rights under the CICL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any exercise of Dissenter Rights, offer to settle or settle any such Dissenter Rights or approve any withdrawal of any such Dissenter Rights.

Statutory Dissenters Rights. Notwithstanding anything in this Agreement to the contrary, any Company Shares that are issued and outstanding immediately prior to the Effective Time and are held by a holder of Company Shares (each, a “Dissenting Shareholder”) who has validly exercised and not withdrawn or lost its right to dissent from the Merger (“Dissenter Rights”) pursuant to Section 238 of the CICL Cayman Companies Law (collectively, the “Dissenting Shares”) shall be surrendered and cancelled and cease to exist at the Effective Time, but Time and shall not be converted into or exchangeable for or represent the right to receive the Per Share Merger ConsiderationConsideration (except as provided in this Section 3.1(e)), and each such Dissenting Shareholder shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 238 of the CICLCayman Companies Law. If any Dissenting Shareholder failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn (in accordance with the Cayman Companies Law) or lost his or her rights thereunderthe right to dissent, then as of the later of the Effective Time, Time or the occurrence of such event or a court of competent jurisdiction determining that such holder is not entitled to the relief provided by Section 238 of the CICLevent, the Dissenting Shareholder shall, in respect of its Dissenting Shares surrendered and cancelled at the Effective Time, be entitled to receive the Per Share Merger Consideration (without any interest thereoninterest), pursuant to this Section 3.1. The Company shall give Parent (i) prompt notice of any written notice of exercise of Dissenter Rights, attempted withdrawals of such Dissenter Rights, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders' ’ exercise of Dissenter Rights and (ii) the opportunity to direct all negotiations and proceedings with respect to the exercise of Dissenter Rights under the CICLCayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any exercise of Dissenter Rights, offer to settle or settle any such Dissenter Rights or approve any withdrawal of any such Dissenter RightsRights prior to the vote on the Merger at the Company Shareholders Meeting.

Statutory Dissenters Rights. Notwithstanding anything in this Agreement to the contrary, any Company Shares that are issued and outstanding immediately prior to the Effective Time and are held by a holder of Company Shares (each, a “"Dissenting Shareholder”") who has validly exercised and not withdrawn or lost its right to dissent from the Merger (“"Dissenter Rights”") pursuant to Section 238 of the CICL Cayman Companies Law (collectively, the “"Dissenting Shares”") shall be surrendered and cancelled and cease to exist at the Effective Timeexist, but shall not be converted into or exchangeable for or represent the right to receive the Per Share Merger ConsiderationConsideration (except as provided in this Section 3.1(e)), and each such Dissenting Shareholder shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 238 of the CICLCayman Companies Law. If any Dissenting Shareholder failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn (in accordance with the Cayman Companies Law) or lost his or her rights thereunderthe right to dissent, then as of the later of the Effective Time, Time or the occurrence of such event or a court of competent jurisdiction determining that such holder is not entitled to the relief provided by Section 238 of the CICLevent, the Dissenting Shareholder shall, in respect of its Dissenting Shares surrendered and cancelled at the Effective Time, be entitled to receive the Per Share Merger Consideration (without any interest thereoninterest), pursuant to this Section 3.1. The Company shall give Parent (i) prompt notice of any written notice of exercise of Dissenter Rights, attempted withdrawals of such Dissenter Rights, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders' exercise of Dissenter Rights and (ii) the opportunity to direct all negotiations and proceedings with respect to the exercise of Dissenter Rights under the CICLCayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any exercise of Dissenter Rights, offer to settle or settle any such Dissenter Rights or approve any withdrawal of any such Dissenter RightsRights prior to the vote on the Merger at the Company Shareholders Meeting.

Statutory Dissenters Rights. Notwithstanding anything in this Agreement to the contrary, any Company Shares that are issued and outstanding immediately prior to the Effective Time and are held by a holder of Company Shares (each, a “Dissenting Shareholder”) who has validly exercised and not withdrawn or lost its right to dissent from the Merger (“Dissenter Rights”) pursuant to Section 238 of the CICL Cayman Companies Law (collectively, the “Dissenting Shares”) shall be surrendered and cancelled and cease to exist at the Effective Time, but shall not be converted into or exchangeable for or represent the right to receive the Per Share Merger ConsiderationConsideration (except as provided in this Section 3.1(e)), and each such Dissenting Shareholder shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 238 of the CICLCayman Companies Law. If any Dissenting Shareholder failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn (in accordance with the Cayman Companies Law) or lost his or her rights thereunderthe right to dissent, then as of the later of the Effective Time, Time or the occurrence of such event or a court of competent jurisdiction determining that such holder is not entitled to the relief provided by Section 238 of the CICLevent, the Dissenting Shareholder shall, in respect of its Dissenting Shares surrendered and cancelled at the Effective Time, be entitled to receive the Per Share Merger Consideration (without any interest thereoninterest), pursuant to this Section 3.1. The Company shall give Parent (i) prompt notice of any written notice of exercise of Dissenter Rights, attempted withdrawals of such Dissenter Rights, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders' ’ exercise of Dissenter Rights and (ii) the opportunity to direct all negotiations and proceedings with respect to the exercise of Dissenter Rights under the CICLCayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any exercise of Dissenter Rights, offer to settle or settle any such Dissenter Rights or approve any withdrawal of any such Dissenter RightsRights prior to the vote on the Merger at the Company Shareholders Meeting.

Statutory Dissenters Rights. Notwithstanding anything in this Agreement to the contrary, any Company Shares that are issued and outstanding immediately prior to the Effective Time and are held by a holder of Company Shares (each, a “Dissenting Shareholder”) who has validly exercised and not withdrawn or lost its right to dissent from the Merger (“Dissenter Rights”) pursuant to Section 238 of the CICL Cayman Companies Law (collectively, the “Dissenting Shares”) shall be surrendered and cancelled and cease to exist at the Effective Time, but shall not be converted into or exchangeable for or represent the right to receive the Per Share Merger ConsiderationConsideration (except as provided in this Section 3.1(e)), and each such Dissenting Shareholder shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 238 of the CICLCayman Companies Law. If any Dissenting Shareholder failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn (in accordance with the Cayman Companies Law) or lost his or her rights thereunderthe right to dissent, then as of the later of the Effective Time, Time or the occurrence of such event or a court of competent jurisdiction determining that such holder is not entitled to the relief provided by Section 238 of the CICLevent, the Dissenting Shareholder shall, in respect of its Dissenting Shares surrendered and cancelled at the Effective Time, be entitled to receive the Per Share Merger Consideration (without any interest thereoninterest), pursuant to this Section 3.1. The Company shall give Parent (i) prompt notice of any written notice of exercise of Dissenter Rights, attempted withdrawals of such Dissenter Rights, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders' Dissenting Shareholders’ exercise of Dissenter Rights and (ii) the opportunity to direct all negotiations and proceedings with respect to the exercise of Dissenter Rights under the CICLCayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any exercise of Dissenter Rights, offer to settle or settle any such Dissenter Rights or approve any withdrawal of any such Dissenter RightsRights prior to the vote on the Merger at the Company Shareholders Meeting.

Statutory Dissenters Rights. Notwithstanding anything in this Agreement to the contrary, any Company Shares that are issued and outstanding immediately prior to the Effective Time and are held by a holder of Company Shares (each, a “Dissenting Shareholder”) who has validly exercised and not withdrawn or lost its right to dissent from the Merger (“Dissenter Rights”) pursuant to Section 238 179 of the CICL BVI Companies Act (collectively, the “Dissenting Shares”) shall be surrendered and cancelled and cease to exist at the Effective Time, but shall not be converted into or exchangeable for or represent the right to receive the Per Share Merger ConsiderationConsideration (except as provided in this Section 3.1(e)), and each such Dissenting Shareholder shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 238 179 of the CICLBVI Companies Act. If any Dissenting Shareholder failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn (in accordance with the BVI Companies Act) or lost his or her rights thereunderthe right to dissent, then as of the later of the Effective Time, Time or the occurrence of such event or a court of competent jurisdiction determining that such holder is not entitled to the relief provided by Section 238 of the CICLevent, the Dissenting Shareholder shall, in respect of its Dissenting Shares surrendered and cancelled at the Effective Time, be entitled to receive the Per Share Merger Consideration (without any interest thereoninterest), pursuant to this Section 3.1. The Company shall give Parent (i) prompt notice of any written notice of exercise of Dissenter Rights, attempted withdrawals of such Dissenter Rights, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders' ’ exercise of Dissenter Rights and (ii) the opportunity to direct all negotiations and proceedings with respect to the exercise of Dissenter Rights under the CICLBVI Companies Act. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any exercise of Dissenter Rights, offer to settle or settle any such Dissenter Rights or approve any withdrawal of any such Dissenter RightsRights prior to the vote on the Merger at the Company Shareholders Meeting.

Statutory Dissenters Rights. Notwithstanding anything in this Agreement to the contrary, any Company Shares that are issued and outstanding immediately prior to the Effective Time and are held by a holder shareholder of Shares (each, a “Dissenting Shareholder”) the Company who has validly exercised and not effectively withdrawn or lost its right to dissent from the Merger (“Dissenter Rights”) pursuant to Section 238 of the CICL Cayman Companies Act (collectively, the “Dissenting Shares” and each holder of any Dissenting Share, a “Dissenting Shareholder”) shall be surrendered and cancelled and cease to exist at as of the Effective Time, but and the Dissenting Shareholders shall not be converted into or exchangeable for or represent the right entitled to receive the Per Share Merger Consideration, Consideration and each such Dissenting Shareholder instead shall be entitled only to payment of the fair value of such Dissenting Shares determined in accordance with Section 238 of the CICLCayman Companies Act. If any Dissenting Shareholder failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn or lost his or her rights thereundertheir Dissenter Rights, then as of the later of the Effective Time, Time or the occurrence of such event or a court of competent jurisdiction determining that such holder is not entitled to the relief provided by Section 238 of the CICLevent, the Dissenting Shareholder shall, in respect of its Dissenting Shares surrendered and cancelled at the Effective Time, be entitled to receive the Per Share Merger Consideration (without any interest thereoninterest), pursuant to this Section 3.1. The Company shall give Parent (i) prompt notice of any written notice notices of exercise objection, notices of Dissenter Rightsdissent or demands for appraisal or written offers under Section 238 of the Cayman Companies Act received by the Company, attempted withdrawals of such Dissenter Rightsnotices, demands or offers, and any other notices, documents or instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders' the exercise of Dissenter Rights and (ii) the opportunity to direct all negotiations and proceedings with respect to the exercise of Dissenter Rights under the CICLCayman Companies Act. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any exercise of Dissenter Rights, offer to settle or settle any such Dissenter Rights or approve any withdrawal of any such Dissenter Rights. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to Section 238(2) of the Cayman Companies Act, the Company shall send a written notice of authorization and approval of the Merger on such shareholders pursuant to Section 238(4) of the Cayman Companies Act within five Business Days of obtaining the Shareholder Approval at the Company Shareholders Meeting.

Statutory Dissenters Rights. (i) Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, any Shares all shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by a holder any Company Shareholder who is entitled to assert and properly asserts dissenters’ rights with respect to such shares pursuant to, and who complies in all respects with, the provisions of Shares (each, a “Dissenting Shareholder”) who has validly exercised and not withdrawn or lost its right to dissent from the Merger (“Dissenter Rights”) pursuant to Section 238 Chapter 23B.13 of the CICL WBCA (collectively, the “Dissenting Company Shares”) shall be surrendered and cancelled and cease to exist at the Effective Time, but shall not be converted into or exchangeable for into, or represent the right to receive receive, the Per Share Merger Consideration, and each such Dissenting Shareholder Consideration pursuant to this Section 3.7. Such Company Shareholders shall be entitled only to receive payment of the fair value of such Dissenting Company Shares in accordance with Section 238 the provisions of Chapter 23B.13 of the CICLWBCA. If any Notwithstanding the foregoing, all Dissenting Shareholder Company Shares held by Company Shareholders who shall have failed to perfect or prosecute or who shall have otherwise effectively waived, effectively withdrawn or lost his or her their dissenters’ rights thereunder, then as with respect to such Dissenting Company Shares under Chapter 23B.13 of the later WBCA or who shall have been determined by a court of competent jurisdiction not to be entitled to the relief provided by Chapter 23B.13 of the WBCA, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the occurrence of such event or a court of competent jurisdiction determining that such holder is not entitled to the relief provided by Section 238 of the CICL, the Dissenting Shareholder shall, in respect of its Dissenting Shares surrendered and cancelled at the Effective Time, be entitled right to receive the Per Share Merger Consideration (Consideration, without any interest thereon), pursuant to this upon surrender of the certificate or certificates that formerly evidenced such shares of Company Common Stock in the manner provided in Section 3.1. 3.8 hereof. (ii) The Company shall give Parent (iA) prompt notice of any written notice demands for payment under Chapter 23B.13 of exercise of Dissenter Rightsthe WBCA received by the Company, attempted withdrawals of such Dissenter Rightsdemands, and any other instruments served pursuant to applicable Law that are Chapter 23B.13 of the WBCA and received by the Company relating to in respect of Dissenting Company shareholders' exercise of Dissenter Rights Shares and (iiB) the opportunity opportunity, at Parent’s expense, to direct participate in, but not determine or conduct, all negotiations and proceedings with respect to demands for payment under Chapter 23B.13 of the exercise WBCA in respect of Dissenter Rights under Dissenting Company Shares. Prior to the CICL. The Effective Time, the Company shall not, except with the prior written consent of ParentParent (such consent not to be unreasonably withheld or delayed), voluntarily make any payment with respect to any exercise demands for payment under Chapter 23B.13 of Dissenter Rights, offer to settle the WBCA or settle any such Dissenter Rights or approve any withdrawal demands for payment in respect of any such Dissenter RightsDissenting Company Shares.

Statutory Dissenters Rights. Notwithstanding anything in this Agreement to the contrary, any Company Shares that are issued and outstanding immediately prior to the Effective Time and are held by a holder shareholder of Company Shares (each, a “Dissenting Shareholder”) who has validly exercised and not withdrawn or lost its right to dissent from the Merger (“Dissenter Rights”) pursuant to Section 238 of the CICL Cayman Companies Law (collectively, the “Dissenting Shares”) shall be surrendered and cancelled and cease to exist at the Effective Timeexist, but shall not be converted into or exchangeable for or represent the right to receive the Per Share Merger ConsiderationConsideration (except as provided in this Section 3.1(f)), and each such Dissenting Shareholder shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 238 of the CICLCayman Companies Law. If any Dissenting Shareholder failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn (in accordance with the Cayman Companies Law) or lost his or her rights thereunderthe right to dissent, then as of the later of the Effective Time, Time or the occurrence of such event or a court of competent jurisdiction determining that such holder is not entitled to the relief provided by Section 238 of the CICLevent, the Dissenting Shareholder shall, in respect of its Dissenting Shares surrendered and cancelled at the Effective Time, be entitled to receive the Per Share Merger Consideration (without any interest thereon)Consideration, pursuant to this Section 3.1. The Company shall give Parent (i) prompt notice of any written notice of exercise of Dissenter Rights, attempted withdrawals of such Dissenter Rights, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders' ’ exercise of Dissenter Rights and (ii) the opportunity to direct all negotiations and proceedings with respect to the exercise of Dissenter Rights under the CICLCayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any exercise of Dissenter Rights, offer to settle or settle any such Dissenter Rights or approve any withdrawal of any such Dissenter Rights.

Statutory Dissenters Rights. Notwithstanding anything in this Agreement to the contrary, any Company Shares that are issued and outstanding immediately prior to the Effective Time and are held by a holder of Shares Company Shareholder (each, a “Dissenting Shareholder”) who has validly exercised and not withdrawn or lost its right rights to dissent from the Merger (“Dissenter Rights”) merger pursuant to Section 238 of the CICL Cayman Companies Law (collectively, the “Dissenting Shares”) shall be surrendered and cancelled and cease to exist at the Effective Time, but shall not be converted into or exchangeable for or represent the right to receive the Per Share Merger ConsiderationConsideration (except as provided in this Section 2.7(c)), and each shall entitle such Dissenting Shareholder shall be entitled only to payment of the fair value of such Dissenting Shares as determined in accordance with Section 238 of the CICL. If any Dissenting Shareholder failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn or lost his or her rights thereunder, then as of the later of the Effective Time, the occurrence of such event or a court of competent jurisdiction determining that such holder is not entitled to the relief provided by Section 238 of the CICL, the Dissenting Shareholder shall, in respect of its Dissenting Shares surrendered and cancelled at the Effective Time, be entitled to receive the Per Share Merger Consideration (without any interest thereon), pursuant to this Section 3.1Cayman Companies Law. The Company shall promptly give Parent (i) prompt notice copies of notices of objection, notices of dissent, any written notice of exercise of Dissenter Rightsdemands for appraisal, attempted withdrawals of such Dissenter Rightsdemands, and any other instruments served pursuant to applicable the Cayman Companies Law that are received by the Company relating to Company shareholders' exercise of Dissenter Rights Dissenting Shareholders’ rights to dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to the exercise of Dissenter Rights demand for appraisal under the CICLCayman Companies Law. The Company If any Dissenting Shareholder shall not, except have effectively withdrawn (in accordance with the prior written consent Cayman Companies Law) or lost the right to dissent, upon the occurrence of Parentsuch event, voluntarily make any payment with respect the Dissenting Shares held by such Dissenting Shareholder shall cease to any exercise of Dissenter Rightsbe Excluded Shares, offer and shall be cancelled in exchange for the right to settle or settle any such Dissenter Rights or approve any withdrawal of any such Dissenter Rightsreceive the Per Share Merger Consideration at the Effective Time pursuant to Section 2.7(a)(ii).

Statutory Dissenters Rights. Notwithstanding anything in this Agreement to the contrary, any Company Shares that are issued and outstanding immediately prior to the Effective Time and are held by a holder of Shares Company Shareholder (each, a “Dissenting Shareholder”) who has validly exercised and not withdrawn or lost its right rights to dissent from the Merger (“Dissenter Rights”) merger pursuant to Section 238 of the CICL Cayman Companies Law (collectively, the “Dissenting Shares”) shall be surrendered and cancelled and cease to exist at the Effective Time, but shall not be converted into or exchangeable for or represent the right to receive the Per Share Merger ConsiderationConsideration (except as provided in this Section 2.7(c)), and each shall entitle such Dissenting Shareholder shall be entitled only to payment of the fair value of such Dissenting Shares as determined in accordance with Section 238 of the CICLCayman Companies Law. If any Dissenting Shareholder failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn (in accordance with the Cayman Companies Law) or lost his or her rights thereunderthe right to dissent, then as of the later of the Effective Time, upon the occurrence of such event or a court of competent jurisdiction determining that such holder is not entitled to the relief provided by Section 238 of the CICLevent, the Company Shares held by such Dissenting Shareholder shallshall cease to be Dissenting Shares, in respect of its Dissenting Shares surrendered and shall be cancelled at and converted into and represent the Effective Time, be entitled right to receive the Per Share Merger Consideration (without any interest thereon), at the Effective Time pursuant to this Section 3.12.7(a)(ii). The Company shall give Parent (i) prompt notice of any written notice notices of exercise objection, notices of Dissenter Rightsdissent or demands for appraisal received by the Company, attempted withdrawals of such Dissenter Rightsnotices or demands, and any other instruments served pursuant to applicable Law that are and received by the Company relating to Company its shareholders' exercise of Dissenter Rights ’ rights to dissent from the Merger and (ii) the opportunity to direct all negotiations and proceedings with respect to the exercise of Dissenter Rights demands for appraisal under the CICLCayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any exercise by a shareholder of Dissenter Rights, its rights to dissent from the Merger or any demands for appraisal or offer to settle or settle any such Dissenter Rights demands or approve any withdrawal of any such Dissenter Rightsdemands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to Section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to Section 238(4) of the Cayman Companies Law within twenty (20) days of the Shareholder Approval at the Company Shareholders Meeting.