Common use of Statutory Dissenters Rights Clause in Contracts

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 Company Shareholder (each, a “Dissenting Shareholder”) who has validly exercised and not lost its appraisal rights pursuant to Section 238 of the Cayman Companies Law (collectively, the “Dissenting Shares”) shall not be converted into or exchangeable for or represent the right to receive the Per Share Merger Consideration (except as provided in this Section 2.7(c)), and shall entitle such Dissenting Shareholder only to payment for such Dissenting Shares in accordance with Section 238 of the Cayman Companies Law. If any Dissenting Shareholder shall have effectively withdrawn (in accordance with the Cayman Companies Law) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the Dissenting Shares held by such Dissenting Shareholder shall be cancelled and converted into and represent the right to receive the Per Share Merger Consideration, pursuant to this Section 2.7.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WSP Holdings LTD)

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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 Company Shareholder (each, a “Dissenting Shareholder”) who has validly exercised and not lost its appraisal rights to dissent from the merger pursuant to Section 238 of the Cayman Companies Law Act (collectively, the “Dissenting Shares”) shall not be converted into or exchangeable for or represent the right to receive the Per Share Merger Consideration ListCo Class A Ordinary Shares or ListCo Class B Ordinary Shares, as applicable (except as provided in this Section 2.7(c3.07(e)), and shall entitle such Dissenting Shareholder only to payment for of the fair value of such Dissenting Shares as determined in accordance with Section 238 of the Cayman Companies LawAct. If any Dissenting Shareholder shall have effectively withdrawn (in accordance with the Cayman Companies LawAct) or lost the right to dissent, then as of the later of the Effective Time or upon the occurrence of such event, the Dissenting Company Shares held by such Dissenting Shareholder shall cease to be Dissenting Shares, and shall be cancelled and converted into and represent the right to receive ListCo Class A Ordinary Shares or ListCo Class B Ordinary Shares, as applicable, at the Per Share Merger Consideration, Effective Time pursuant to this Section 2.73.07(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (China Liberal Education Holdings LTD)

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 Company Shareholder (each, a “Dissenting Shareholder”) who has validly exercised and not lost its appraisal rights to dissent from the Merger pursuant to Section 238 of the Cayman Companies Law (collectively, the Dissenting Shares”) shall not be converted into or exchangeable for or represent the right to receive the Per Share Merger Consideration (except as provided in this Section 2.7(c)), and shall entitle such Dissenting Shareholder only to payment for of the fair value of such Dissenting Shares as determined in accordance with Section 238 of the Cayman Companies Law. If any Dissenting Shareholder shall have effectively withdrawn (in accordance with the Cayman Companies Law) or lost the right to dissent, then as of the later of the Effective Time or upon the occurrence of such event, the Dissenting Shares held by such Dissenting Shareholder shall cease to be Excluded Shares, and shall be cancelled and converted into and represent the right to receive the Per Share Merger ConsiderationConsideration at the Effective Time, pursuant to this Section 2.72.7(a)(ii).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vimicro International CORP)

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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 Company Shareholder (each, a “Dissenting Shareholder”) who has validly exercised and not lost its appraisal rights to dissent from the merger pursuant to Section 238 of the Cayman Companies Law Act (collectively, the “Dissenting Shares”) shall not be converted into or exchangeable for or represent the right to receive the Per Class A Ordinary Share Merger Consideration (except as provided in this Section 2.7(c3.07(c)), and shall entitle such Dissenting Shareholder only to payment for of the fair value of such Dissenting Shares as determined in accordance with Section 238 of the Cayman Companies LawAct. If any Dissenting Shareholder shall have effectively withdrawn (in accordance with the Cayman Companies LawAct) or lost the right to dissent, then as of the later of the Effective Time or upon the occurrence of such event, the Dissenting Company Shares held by such Dissenting Shareholder shall cease to be Dissenting Shares, and shall be cancelled and converted into and represent the right to receive the Per Class A Ordinary Share Merger Consideration, Consideration at the Effective Time pursuant to this Section 2.73.07(a)(i) and (ii).

Appears in 1 contract

Samples: Agreement and Plan of Merger (RISE Education Cayman LTD)

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