Appraisal Share definition
Examples of Appraisal Share in a sentence
Each Appraisal Share held by a stockholder who has perfected and has not effectively withdrawn or lost such right to appraisal of such share of Class A and B HEIC Stock shall only entitle its holder to such rights as are granted by the DGCL and shall not entitle such holder to vote or to exercise any other rights of a stockholder of the Surviving Corporation, except as provided by the DGCL.
Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Share shall remain outstanding.
If any holder of any Appraisal Share shall effectively withdraw or lose such holder’s appraisal rights under the applicable provisions of the VSCA, each such Appraisal Share shall be exchangeable for the right to receive the Merger Consideration pursuant to Section 2.5(a).
Each Appraisal Share held by a stockholder who has perfected and has not effectively withdrawn or lost such right to appraisal of such share of HEH Common Stock shall only entitle its holder to such rights as are granted by the DGCL and shall not entitle such holder to vote or to exercise any other rights of a stockholder of the Surviving Corporation, except as provided by the DGCL.
Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation or the Company makes any payment or payments in respect of any Appraisal Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement (“Appraisal Share Payments”), Parent shall be entitled to recover the amount of such Appraisal Share Payments pursuant to Article X hereof.
As of the Effective Time, all shares of Company Series A Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, except the right to receive, as the case may be, (i) the Preferred Stock Merger Consideration payable with respect to such shares of Company Series A Preferred Stock in accordance with Section 3.3, without interest or (ii) the payment referred to in Section 3.8, in the case of each Appraisal Share.
Each holder of an Appraisal Share shall be entitled to receive the value of such Appraisal Share held by him in accordance with the applicable provisions of the VSCA; provided, that such holder complies with the procedures contemplated by and set forth in the applicable provisions of the VSCA.
As of the Closing Date, the holders of no more than 5% of the Insight Common Stock that is issued and outstanding shall have taken the actions required under the ORC to qualify their Insight Common Stock as Appraisal Share.
Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then each such Appraisal Share shall thereupon be deemed to be Non-Election Shares for all purposes of this Agreement, unless such holder of Appraisal Shares shall thereafter otherwise make a timely Election under this Agreement.
Notwithstanding anything contained herein to the contrary, any Appraisal Share shall not be converted into the right to receive the Per Share Merger Consideration provided for in Section 2.7, but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any such Appraisal Shares pursuant to the DGCL.