Common use of Appraisal Shares Clause in Contracts

Appraisal Shares. Notwithstanding any other provision of this Agreement to the contrary, shares of Select Stock that are outstanding immediately prior to the Effective Time and that are held by shareholders who shall have not voted in favor of the Parent Merger or consented thereto in writing and who properly shall have demanded appraisal for such shares in accordance with Article 13 of Chapter 55 of the North Carolina General Statutes (collectively, the “Appraisal Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such shareholders instead shall be entitled to receive payment of the appraised value of such shares held by them in accordance with the provisions of Article 13 of Chapter 55 of the North Carolina General Statutes except that all Appraisal Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to appraisal of such shares under Article 13 of Chapter 55 of the North Carolina General Statutes shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive the appropriate Merger Consideration upon surrender in the manner provided in this Article I of the certificate or certificates that, immediately prior to the Effective Time, evidenced such shares. Any payments made in respect of Appraisal Shares shall be made by the Surviving Parent. Select shall give NCBC (i) prompt notice of any written demand for appraisal of any shares of Select Preferred Stock, attempted withdrawals of such demands for appraisal or any other instruments served pursuant to Article 13 of Chapter 55 of the North Carolina General Statutes and received by Select relating to shareholders’ rights of appraisal, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands under Article 13 of Chapter 55 of the North Carolina General Statutes consistent with the obligations of Select thereunder. Select shall not, except with the prior written consent of NCBC, (x) make any payment with respect to such demand, (y) offer to settle or settle any demand for appraisal, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Article 13 of Chapter 55 of the North Carolina General Statutes.

Appraisal Shares. Notwithstanding any other provision of this Agreement to the contrary, shares of Select Company Common Stock that and Company Preferred Stock which are issued and outstanding immediately prior to the Effective Time and that which are held by shareholders who shall have not voted in favor holders of the Parent Merger or consented thereto in writing and who properly shall have demanded appraisal for such shares in accordance of Company Common Stock or Company Preferred Stock who have properly exercised appraisal rights with Article 13 of Chapter 55 of the North Carolina General Statutes respect thereto (collectively, the “Appraisal Shares”) in accordance with Section 262 of the DGCL shall not be converted into or represent exchangeable for the right to receive the applicable Merger Consideration. Such shareholders instead , and holders of such Appraisal Shares shall be entitled to receive payment of the appraised value of such shares held by them Appraisal Shares in accordance with the provisions of Article 13 of Chapter 55 Section 262 of the North Carolina General Statutes except that all Appraisal Shares held by shareholders who shall have failed DGCL unless and until such holders fail to perfect perfect, waive or who effectively shall have withdrawn withdraw or otherwise lost lose their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such shares under Article 13 of Chapter 55 of the North Carolina General Statutes holder fails to perfect or effectively withdraws or loses such right, such Appraisal Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeableexchangeable for, as of the Effective Time, for solely the right to receive the appropriate applicable Merger Consideration upon surrender in otherwise payable pursuant to Sections 2.1(c) and 2.1(d), without any interest thereon. Notwithstanding anything to the manner provided contrary contained in this Article I of the certificate or certificates thatSection 2.4, immediately if this Agreement is terminated prior to the Effective Time, evidenced then the right of any stockholder to be paid the appraised value of such shares. Any payments made in respect of stockholder’s Appraisal Shares pursuant to Section 262 of the DGCL shall be made by the Surviving Parentcease. Select The Company shall give NCBC Parent (i) prompt notice of any written demand demands received by the Company for appraisal of any shares of Select Preferred StockAppraisal Shares, attempted withdrawals of such demands for appraisal or and any other instruments served pursuant to Article 13 of Chapter 55 of the North Carolina General Statutes and DGCL which are received by Select relating to shareholders’ rights of appraisal, the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Article 13 of Chapter 55 of the North Carolina General Statutes consistent with the obligations of Select thereunderDGCL. Select The Company shall not, except with the prior written consent of NCBCParent, (xi) make any payment with respect to such demandany demands for appraisal, (yii) offer to settle or settle any demand such demands for appraisal, or (ziii) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Article 13 of Chapter 55 the DGCL, or (iv) agree to do any of the North Carolina General Statutesforegoing.

Appraisal Shares. Notwithstanding any other provision of anything in this Agreement to the contrary, shares of Select Company Stock that are issued and outstanding immediately prior to the Effective Time and that are is held by shareholders any record holder who shall have not voted is entitled to demand and properly demands appraisal of such Company Stock pursuant to, and who complies in favor all respects with, the provisions of Section 262 of the Parent Merger or consented thereto in writing and who properly shall have demanded appraisal for such shares in accordance with Article 13 of Chapter 55 of the North Carolina General Statutes DGCL (collectively, the “Appraisal Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such shareholders Per Share Payment Amounts payable pursuant to this Article 2, but instead at the Effective Time the holders of Appraisal Shares shall be become entitled to receive payment of the appraised fair value of such shares held by them in accordance with the provisions of Article 13 of Chapter 55 Section 262 of the North Carolina General Statutes except that DGCL and at the Effective Time all Appraisal Shares held by shareholders who shall cease to be outstanding and shall automatically be canceled and cease to exist and the holder of such Appraised Shares shall cease to have failed any rights with respect thereto, except as set forth in this Section 2.04. Notwithstanding the foregoing, if any such holder shall fail to perfect or who effectively otherwise shall have withdrawn waive, withdraw or otherwise lost their rights lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such shares holder to be paid the fair value of such holder’s Appraisal Shares under Article 13 of Chapter 55 Section 262 of the North Carolina General Statutes DGCL shall thereupon be forfeited and cease and each of such holder’s Appraisal Shares shall be deemed to have been converted into and to have become exchangeable, as of at the Effective TimeTime into, for and shall have become, the right to receive receive, without interest thereon, the appropriate Merger Consideration upon surrender in the manner provided in this Article I of the certificate or certificates that, immediately prior to the Effective Time, evidenced such sharesPer Share Payment Amounts. Any payments made in respect of Appraisal Shares The Company shall be made by the Surviving Parent. Select shall give NCBC (i) deliver prompt notice to Acquiror of any written demand demands for appraisal of any shares of Select Preferred StockShares, attempted withdrawals of such demands for appraisal or and any other instruments served pursuant to Article 13 of Chapter 55 of the North Carolina General Statutes and DGCL that are received by Select relating to shareholders’ rights the Company for appraisal of appraisalany Shares, and (ii) provide Acquiror with the opportunity to participate (at its expense) in all negotiations and proceedings with respect to demands for appraisal under Article 13 of Chapter 55 of the North Carolina General Statutes consistent with DGCL. Prior to the obligations of Select thereunder. Select Effective Time, the Company shall not, except with without the prior written consent of NCBCAcquiror (which consent shall not be unreasonably withheld, (x) delayed or conditioned), make any payment with respect to such demandto, (y) or settle or offer to settle or settle settle, any demand for appraisalsuch demands, or (z) waive agree to do any failure of the foregoing. Any amount payable to timely deliver a written demand for appraisal or timely take any other action to perfect holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with Article 13 of Chapter 55 of the North Carolina General StatutesDGCL by Acquiror.

Appraisal Shares. Notwithstanding any other provision of this Agreement to Section 1.4, the contrary, shares of Select Stock that are Clearday Common Shares or Clearday Preferred Shares issued and outstanding immediately prior to the Effective Time (other than such shares canceled in accordance with Section 1.4(a)) and that are held by shareholders a holder who shall have has not voted in favor of the Parent Merger adoption of this Agreement or consented thereto in writing and who has properly shall have demanded exercised appraisal for rights in respect of such shares in accordance with Article 13 of Chapter 55 of the North Carolina General Statutes DGCL (collectively, such shares being referred to collectively as the “Appraisal Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into or represent the a right to receive the Merger Consideration. Such shareholders Consideration but instead the holders thereof shall be entitled cease to receive have any rights with respect thereto other than the right to payment of the appraised value of such shares held by them in accordance with the provisions of Article 13 of Chapter 55 of DGCL; provided that if, after the North Carolina General Statutes except that all Appraisal Shares held by shareholders who shall have failed Effective Time, such holder fails to perfect or who effectively shall have withdrawn perfect, withdraws or otherwise lost their rights loses such holder’s right to appraisal of pursuant to the DGCL, such shares under Article 13 of Chapter 55 of the North Carolina General Statutes Clearday Common Shares or Clearday Preferred Shares shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for Time into the right to receive the appropriate Merger Consideration in accordance with Section 1.4, without interest thereon, upon surrender in of such Certificate formerly representing such share or transfer of such uncertificated share, as the manner provided in this Article I case may be. Clearday shall timely send its stockholders all notices and information required by Section 262 of the certificate DGCL in connection with appraisal rights. Clearday shall provide Parent prompt notice of any demands received by the Clearday for appraisal of shares of Clearday Company Stock or certificates thatClearday Preferred Stock, immediately any withdrawal of any such demand and any other demand, notice or instrument delivered to Clearday prior to the Effective Time, evidenced such shares. Any payments made in respect of Appraisal Shares shall be made by the Surviving Parent. Select shall give NCBC (i) prompt notice of any written demand for appraisal of any shares of Select Preferred Stock, attempted withdrawals of such demands for appraisal or any other instruments served Time pursuant to Article 13 of Chapter 55 of the North Carolina General Statutes and received by Select relating DGCL that relates to shareholders’ rights of appraisalsuch demand, and (ii) Parent shall have the opportunity and right to participate in all substantive discussions with third parties, negotiations and proceedings with respect to demands under Article 13 of Chapter 55 of the North Carolina General Statutes consistent with the obligations of Select thereundersuch demands. Select shall not, except Except with the prior written consent of NCBCParent, (x) Clearday shall not voluntarily make any payment with respect to such demandto, (y) or voluntarily offer to settle or settle settle, any demand for appraisal, or (z) waive any failure such demands prior to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Article 13 of Chapter 55 of the North Carolina General StatutesEffective Time.

Appraisal Shares. Notwithstanding any other provision of this Agreement anything to the contrarycontrary herein, shares of Select Holdco Common Stock that are issued and outstanding immediately prior to the Initial Holdco Merger Effective Time and that are held by shareholders any record holder who shall have not voted is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in favor all respects with, the provisions of Section 262 of the Parent Merger or consented thereto in writing and who properly shall have demanded appraisal for such shares in accordance with Article 13 of Chapter 55 of the North Carolina General Statutes DGCL (collectively, the “Appraisal Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such shareholders , but instead at the Initial Holdco Merger Effective Time shall be become entitled to receive payment of the appraised fair value of such shares held by them in accordance with the provisions of Article 13 of Chapter 55 Section 262 of the North Carolina General Statutes except that DGCL, and at the Initial Holdco Merger Effective Time all Appraisal Shares held by shareholders who shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of Appraisal Shares shall cease to have failed any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, if any such holder shall fail to perfect or who effectively otherwise shall have withdrawn waive, withdraw or otherwise lost their rights lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then (i) such shares of Holdco Common Stock shall thereupon cease to constitute Appraisal Shares and (ii) the right of such shares holder to be paid the fair value of such holder’s Appraisal Shares under Article 13 of Chapter 55 Section 262 of the North Carolina General Statutes DGCL shall thereupon be forfeited and cease and if such forfeiture shall occur following the Initial Holdco Merger Effective Time, each such Appraisal Share shall thereafter be deemed to have been converted into and to have become exchangeablebecome, as of the Initial Holdco Merger Effective Time, for the right to receive receive, without interest thereon, the appropriate Merger Consideration upon surrender in the manner provided in this Article I of the certificate or certificates that, immediately prior to the Effective Time, evidenced such sharesConsideration. Any payments made in respect of Appraisal Shares ILG shall be made by the Surviving Parent. Select shall give NCBC (i) deliver prompt notice to MVW of any written demand demands for appraisal of any shares of Select Preferred Stock, attempted withdrawals of such demands for appraisal or any other instruments served pursuant to Article 13 of Chapter 55 of the North Carolina General Statutes Holdco Common Stock and received by Select relating to shareholders’ rights of appraisal, and (ii) ILG shall provide MVW with the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Article 13 of Chapter 55 of the North Carolina General Statutes consistent DGCL. Except as required by Applicable Law, ILG shall not settle, make any payments with respect to, or offer to settle, any claim with respect to the obligations of Select thereunder. Select shall not, except with Appraisal Shares without the prior written consent of NCBC, (x) make any payment with respect to such demand, (y) offer to settle or settle any demand for appraisal, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Article 13 of Chapter 55 of the North Carolina General StatutesMVW.

Appraisal Shares. Notwithstanding any other provision of this Agreement to the contrarySection 1.4, shares of Select Clearday Common Stock that are or Clearday Preferred Stock issued and outstanding immediately prior to the Effective Time (other than such shares canceled in accordance with Section 1.4(a)) and that are held by shareholders a holder who shall have has not voted in favor of the Parent Merger adoption of this Agreement or consented thereto in writing and who has properly shall have demanded exercised appraisal for rights in respect of such shares in accordance with Article 13 of Chapter 55 of the North Carolina General Statutes DGCL (collectively, such shares being referred to collectively as the “Appraisal Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into or represent the a right to receive the Merger Consideration. Such shareholders Consideration but instead the holders thereof shall be entitled cease to receive have any rights with respect thereto other than the right to payment of the appraised value of such shares held by them in accordance with the provisions of Article 13 of Chapter 55 of DGCL; provided that if, after the North Carolina General Statutes except that all Appraisal Shares held by shareholders who shall have failed Effective Time, such holder fails to perfect or who effectively shall have withdrawn perfect, withdraws or otherwise lost their rights loses such holder’s right to appraisal of pursuant to the DGCL, such shares under Article 13 of Chapter 55 of the North Carolina General Statutes Clearday Common Stock or Clearday Preferred Stock shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for Time into the right to receive the appropriate Merger Consideration in accordance with Section 1.4, without interest thereon, upon surrender in of such Certificate formerly representing such share or transfer of such uncertificated share, as the manner provided in this Article I case may be. Clearday shall timely send its stockholders all notices and information required by Section 262 of the certificate DGCL in connection with appraisal rights. Clearday shall provide Parent prompt notice of any demands received by the Clearday for appraisal of shares of Clearday Company Stock or certificates thatClearday Preferred Stock, immediately any withdrawal of any such demand and any other demand, notice or instrument delivered to Clearday prior to the Effective Time, evidenced such shares. Any payments made in respect of Appraisal Shares shall be made by the Surviving Parent. Select shall give NCBC (i) prompt notice of any written demand for appraisal of any shares of Select Preferred Stock, attempted withdrawals of such demands for appraisal or any other instruments served Time pursuant to Article 13 of Chapter 55 of the North Carolina General Statutes and received by Select relating DGCL that relates to shareholders’ rights of appraisalsuch demand, and (ii) Parent shall have the opportunity and right to participate in all substantive discussions with third parties, negotiations and proceedings with respect to demands under Article 13 of Chapter 55 of the North Carolina General Statutes consistent with the obligations of Select thereundersuch demands. Select shall not, except Except with the prior written consent of NCBCParent, (x) Clearday shall not voluntarily make any payment with respect to such demandto, (y) or voluntarily offer to settle or settle settle, any demand for appraisal, or (z) waive any failure such demands prior to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Article 13 of Chapter 55 of the North Carolina General StatutesEffective Time.

Appraisal Shares. Notwithstanding any other provision of this Agreement to the contrary, shares of Select PARA Stock that are outstanding immediately prior to the Effective Time and that are held by shareholders who shall have not voted in favor of the Parent Merger or consented thereto in writing and who properly shall have demanded appraisal for such shares in accordance with Article 13 of Chapter 55 of the North Carolina General Statutes (collectively, the “Appraisal Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such shareholders instead shall be entitled to receive payment of the appraised value of such shares held by them in accordance with the provisions of Article 13 of Chapter 55 of the North Carolina General Statutes except that all Appraisal Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to appraisal of such shares under Article 13 of Chapter 55 of the North Carolina General Statutes shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive the appropriate Merger Consideration upon surrender in the manner provided in this Article I of the certificate or certificates that, immediately prior to the Effective Time, evidenced such shares. I. Any payments made in respect of Appraisal Shares shall be made by the Surviving ParentCorporation. Select PARA shall give NCBC SLCT (i) prompt notice of any written demand for appraisal of any shares of Select Preferred PARA Common Stock, attempted withdrawals of such demands for appraisal or any other instruments served pursuant to Article 13 of Chapter 55 of the North Carolina General Statutes and received by Select PARA relating to shareholders’ rights of appraisal, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands under Article 13 of Chapter 55 of the North Carolina General Statutes consistent with the obligations of Select PARA thereunder. Select PARA shall not, except with the prior written consent of NCBCSLCT, (x) make any payment with respect to such demand, (y) offer to settle or settle any demand for appraisal, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Article 13 of Chapter 55 of the North Carolina General Statutes.

Appraisal Shares. Notwithstanding any other provision of this Agreement to the contrarySection 2.02, shares of Select Company Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Stock canceled in accordance with Section 2.02(a)(ii)) and that are held by shareholders a holder who shall have has not voted in favor of the Parent Merger adoption of this Agreement or consented thereto in writing and who is entitled to demand and properly shall have demanded demands appraisal for of such shares of Company Stock pursuant to, and who complies, in accordance all respects, with Article 13 of Chapter 55 of the North Carolina General Statutes Delaware Law (collectively, such shares being referred to collectively as the “Appraisal Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to such rights as are granted by Delaware Law to Appraisal Shares; provided that if, after the Effective Time, such holder fails to perfect, withdraws or represent otherwise waives, withdraws or loses such holder’s right to appraisal pursuant to Delaware Law, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief set forth in the Delaware Law in respect of appraisal, then the right of such holder to receive such payment in respect of such Appraisal Shares will cease and such shares of Company Stock will be deemed to have been converted as of the Effective Time into, and will be exchangeable solely for, the right to receive the Merger Consideration. Such shareholders instead shall be entitled to receive payment of the appraised value of such shares held by them Consideration in accordance with Section 2.02(a)(i), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the provisions case may be. The Company shall provide Parent prompt written notice of Article 13 of Chapter 55 of any demands received by the North Carolina General Statutes except that all Appraisal Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to Company for appraisal of shares of Company Stock, any withdrawal of any such shares under Article 13 of Chapter 55 of demand and any other demand, notice or instrument delivered to the North Carolina General Statutes shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive the appropriate Merger Consideration upon surrender in the manner provided in this Article I of the certificate or certificates that, immediately Company prior to the Effective Time, evidenced such shares. Any payments made in respect of Appraisal Shares shall be made by the Surviving Parent. Select shall give NCBC (i) prompt notice of any written demand for appraisal of any shares of Select Preferred Stock, attempted withdrawals of such demands for appraisal or any other instruments served Time pursuant to Article 13 of Chapter 55 of the North Carolina General Statutes and received by Select relating Delaware Law that relates to shareholders’ rights of appraisalsuch demand, and (ii) Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to such demands under Article 13 of Chapter 55 of the North Carolina General Statutes Delaware Law consistent with the obligations of Select the Company thereunder. Select shall not, except Except with the prior written consent of NCBCParent, (x) the Company shall not make any payment with respect to such demandto, (y) or offer to settle or settle settle, any demand for appraisal, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Article 13 of Chapter 55 of the North Carolina General Statutessuch demands.