Appraisal Share definition

Appraisal Share means any share of Company Common Stock that is outstanding immediately prior to the Effective Time and that is held by any Person who is entitled to demand and properly demands appraisal of such share of Company Common Stock in accordance, and who complies in all respects, with Section 262 of the DGCL (“Section 262”). At the Effective Time, (a) by virtue of the Merger and without any action on the part of any Party or any other Person (including the Company Stockholders), each Appraisal Share shall be automatically canceled and shall cease to exist and (b) each holder of an Appraisal Share shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Share under Section 262; provided, however, that, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 for such Appraisal Share, (i) the right of such holder to be paid the fair value of such Appraisal Share shall cease, such Appraisal Share shall cease to be an Appraisal Share and shall be referred to herein as a “Subsequently Converted Share” and (ii) such Subsequently Converted Share shall be deemed to be a Converted Share. The Company shall provide prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served under Section 262. Parent shall have the right to participate in and direct and control all negotiations and Actions related to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment related to, or settle or offer to settle, any such demands, waive any failure to timely deliver a written demand for appraisal under the DGCL or agree to do any of the foregoing.
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Appraisal Share has the meaning set forth in Section 2.12(a).
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Appraisal Share shall have the meaning set forth in Section 1.9.
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Examples of Appraisal Share in a sentence

  • 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.

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  • 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.

  • 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.

  • 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.

  • 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 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.

  • If any holder of any Appraisal Share shall effectively withdraw or lose such holder’s appraisal rights under the applicable provisions of the NCBCA, each such Appraisal Share shall be exchangeable for the right to receive the Merger Consideration pursuant to Section 2.5(a).

  • 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 NCBCA; provided, that such holder complies with the procedures contemplated by and set forth in the applicable provisions of the NCBCA.

  • Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 of the DGCL, or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, then such Appraisal Share will be deemed to have been converted at the Effective Time into, and to have become, the right to receive the Per Share Merger Consideration.

Related to Appraisal Share

  • Appraisal Shares means Company Common Stock outstanding immediately prior to the Effective Time that are held by any Person that shall not have voted such Company Common Stock in favor of, or consented in writing to, the Merger and shall have timely and properly perfected its appraisal rights in accordance with Section 262 of the DGCL.

  • Dissenting Share has the meaning set forth in Section 2.6 below.

  • Dissenting Shares has the meaning set forth in Section 3.3.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Dissenting Stockholder has the meaning set forth in Section 2.7.

  • Dissenting Shareholder means any Company Shareholder who has properly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such Dissent Rights;

  • Dissenting Holder means a registered Company Shareholder who has validly exercised Dissent Rights in accordance with Section 3.1 and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who is ultimately entitled to be paid the fair value of the Company Shares held by such registered Company Shareholder.

  • Dissenting Stockholders shall have the meaning set forth in Section 3.3.

  • Dissenting Shareholders shall have the meaning set forth in Section 3.7.

  • Appraisal District means the Xxxxxx County Appraisal District.

  • Appraisal Well means a Well drilled pursuant to an Appraisal Programme.

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Dissent Shares means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

  • Public Share means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Conversion Valuation Appraisal Report Page: 1 - 3 ================================================================================

  • Dissenter means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

  • Appraisal Percentage means 90%.

  • Appraisal Foundation means the Appraisal Foundation established on November 30, 1987, as a not-for-profit corporation under the laws of Illinois.

  • Appraisal shall have the meaning assigned to such term in the Servicing Agreement.

  • Appraisal Subcommittee means the Appraisal Subcommittee of the Federal Financial Institutions Examination Council.

  • Capital Share means a share of any class or series of stock of the General Partner now or hereafter authorized other than a REIT Share.

  • Excluded Shares has the meaning set forth in Section 2.1(b).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Control Appraisal Period shall exist with respect to the Mortgage Loan, if and for so long as:

  • Appraisal Reduction Amount shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.