Appraisal Shares definition

Appraisal Shares means Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies with, the provisions of Section 262 of the DGCL.

Appraisal Shares has the meaning set forth in Section 4.2(h).

Appraisal Shares shall have the meaning set forth in Section 3.01(d).

Examples of Appraisal Shares in a sentence

• Notwithstanding anything to the contrary contained in this Agreement, any Appraisal Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 2.04(a), but instead at the Effective Time the holders of Appraisal Shares shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL.

• If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged for the Merger Consideration as provided in this Article III, subject to applicable Law in the case of Appraisal Shares.

• Prior to any such deduction or withholding, Parent shall, and shall cause the applicable withholding agent to, provide the applicable holder of Shares or Appraisal Shares a reasonable opportunity to provide any required certifications or other documentation to reduce or eliminate any such deduction or withholding.

• Notwithstanding anything to the contrary contained in this Agreement, Parent, the Surviving Corporation, any Affiliate thereof or the Paying Agent shall be entitled to deduct and withhold from amounts otherwise payable pursuant to this Agreement to any holder of Shares and Appraisal Shares, such amounts as Parent, the Surviving Corporation, any Affiliate thereof or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code or any provision of Tax Law.

More Definitions of Appraisal Shares

Appraisal Shares shall have the meaning set forth in Section 2.07(b).

Appraisal Shares shall refer to shares of Company Common Stock outstanding immediately prior to the Effective Time that are held by a holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL.

Appraisal Shares has the meaning set forth in Section 2.1(c)(iv).

Appraisal Shares shall have the meaning set forth in Section 2.8(c) of the Agreement.

Appraisal Shares shall refer to any Company Shares outstanding immediately prior to the Effective Time that are held by stockholders who have preserved their appraisal rights under Section 262 of the DGCL with respect to such Company Shares. If any holder of Appraisal Shares shall fail to perfect or shall otherwise lose such holder’s right of appraisal under Section 262 of the DGCL, then: (i) any right of such holder with respect to such Company Shares as may be granted to such holder pursuant to Section 262 of the DGCL shall be extinguished; and (ii) such Appraisal Shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the Company Stock Certificate(s) representing such Appraisal Shares) payment for such Appraisal Shares in accordance with Section 2.5.

Appraisal Shares shall refer to any Company Common Stock or Company Series A Preferred Stock outstanding immediately prior to the Effective Time that are held by stockholders who are entitled to demand, and have properly demanded, their appraisal rights under Section 262 of the DGCL with respect to such Company Common Stock or Company Series A Preferred Stock.

Appraisal Shares means Company Shares validly issued and outstanding immediately before the Effective Time and held by a holder who has not voted in favor of the Merger (or consented thereto in writing or by electronic transmission) and who properly demands appraisal for such Company Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL.