Common use of Dissenters Clause in Contracts

Dissenters. The shares of Company Common Stock held by those shareholders of the Company who have timely and properly exercised their dissenters' rights in accordance with the provisions of the MBCA applicable to dissenters' rights (the "Appraisal Laws") are referred to herein as "Dissenting Common Shares". Each Dissenting Common Share, the holder of which, as of the Effective Time of the Merger, has not effectively withdrawn or lost his dissenters' rights under the Appraisal Laws, shall not be converted into or represent a right to receive the Common Cash Conversion Amounts in the Merger, but the holder thereof shall be entitled only to such rights as are granted by the Appraisal Laws. Each holder of Dissenting Common Shares who becomes entitled to payment for his Company Common Stock pursuant to the provisions of the Appraisal Laws shall receive payment therefor from the Surviving Corporation from funds provided by Purchaser (but only after the amount thereof shall have been agreed upon or finally determined pursuant to such provisions). If any holder of Dissenting Common Shares shall effectively withdraw or lose his dissenters' rights under the Appraisal Laws, such Dissenting Common Shares shall be converted into the right to receive the Common Cash Conversion Amounts in accordance with the provisions hereof.

Appears in 2 contracts

Samples: Exhibit 10 (Fauth John J), Agreement and Plan of Merger (Tsi Inc /Mn/)

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Dissenters. The shares of Company Common Stock held by those shareholders of the Company who have timely and properly exercised their dissenters' rights in accordance with the provisions of the MBCA BCL applicable to dissenters' rights (the "Appraisal Laws") are referred to herein as "Dissenting Common Shares". Each Dissenting Common Share, the holder of which, as of the Effective Time of the Merger, has not effectively withdrawn or lost his dissenters' rights under the Appraisal Laws, shall not be converted into or represent a right to receive the Common Cash Conversion Amounts in the Merger, but the holder thereof shall be entitled only to such rights as are granted by the Appraisal Laws. Each holder of Dissenting Common Shares who becomes entitled to payment for his Company Common Stock pursuant to the provisions of the Appraisal Laws shall receive payment therefor from the Surviving Corporation from funds provided by Purchaser (but only after the amount thereof shall have been agreed upon or finally determined pursuant to such provisions). If any holder of Dissenting Common Shares shall effectively withdraw or lose his dissenters' rights under the Appraisal Laws, such Dissenting Common Shares shall be converted into the right to receive the Common Cash Conversion Amounts in accordance with the provisions hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tsi Inc /Mn/)

Dissenters. The shares of Company Common Stock held by those shareholders of the Company who have timely and properly exercised their dissenters' rights in accordance with the provisions of the MBCA CCC applicable to dissenters' rights (the "Appraisal Laws") are referred to herein as "Dissenting Common Shares". Each Dissenting Common Share, the holder of which, as of the Effective Time of the Merger, has not effectively withdrawn or lost his dissenters' rights under the Appraisal Laws, shall not be converted into or represent a right to receive TSI Common Stock and the Common Cash Conversion Amounts cash conversion amounts in the Merger, but the holder thereof shall be entitled only to such rights as are granted by the Appraisal Laws. Each holder of Dissenting Common Shares who becomes entitled to payment for his Company Common Stock pursuant to the provisions of the Appraisal Laws shall receive payment therefor from the Surviving Corporation from funds provided by Purchaser TSI (but only after the amount thereof shall have been agreed upon or finally determined pursuant to such provisions). If any holder of Dissenting Common Shares shall effectively withdraw or lose his dissenters' rights under the Appraisal Laws, such Dissenting Common Shares shall be converted into the right to receive TSI Common Stock and the Common Cash Conversion Amounts cash conversion amounts in accordance with the provisions hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tsi Inc /Mn/)

Dissenters. The shares of Company Common Stock held by those shareholders stockholders of the Company who have timely and properly exercised their dissenters' rights in accordance with the provisions of Section 262 of the MBCA DGCL applicable to dissenters' rights (the "Appraisal Laws") and have not withdrawn or lost their dissenters' rights under the Appraisal Laws are referred to herein as "Dissenting Common Shares". .” Each Dissenting Common Share, the holder of which, as of the Effective Time of the Merger, has not effectively withdrawn or lost his dissenters' rights under the Appraisal Laws, shall not be converted into or represent a right to receive the Common Cash Conversion Amounts Payment in the Merger, but the holder thereof shall be entitled only to such rights as are granted by the Appraisal Laws. Each holder of Dissenting Common Shares who becomes entitled to payment for his Company Common Stock pursuant to the provisions of the Appraisal Laws shall receive payment therefor from the Surviving Corporation from funds provided by Purchaser (but only after the amount thereof shall have been agreed upon or finally determined pursuant to such provisions). If any holder of Dissenting Common Shares shall effectively withdraw or lose his dissenters' rights under the Appraisal Laws, such each Dissenting Common Shares Share shall be converted into the right to receive the Common Cash Conversion Amounts Payment in accordance with the provisions of Section 1.4(b) hereof.

Appears in 1 contract

Samples: Voting Agreement (WTC Industries Inc)

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Dissenters. The shares of Company Common Stock held by those shareholders stockholders of the Company who have timely and properly exercised their dissenters' rights in accordance with the provisions of Section 262 of the MBCA DGCL applicable to dissenters' rights (the "Appraisal Laws") and have not withdrawn or lost their dissenters' rights under the Appraisal Laws are referred to herein as "Dissenting Common Shares". ." Each Dissenting Common Share, the holder of which, as of the Effective Time of the Merger, has not effectively withdrawn or lost his dissenters' rights under the Appraisal Laws, shall not be converted into or represent a right to receive the Common Cash Conversion Amounts Payment in the Merger, but the holder thereof shall be entitled only to such rights as are granted by the Appraisal Laws. Each holder of Dissenting Common Shares who becomes entitled to payment for his Company Common Stock pursuant to the provisions of the Appraisal Laws shall receive payment therefor from the Surviving Corporation from funds provided by Purchaser (but only after the amount thereof shall have been agreed upon or finally determined pursuant to such provisions). If any holder of Dissenting Common Shares shall effectively withdraw or lose his dissenters' rights under the Appraisal Laws, such each Dissenting Common Shares Share shall be converted into the right to receive the Common Cash Conversion Amounts Payment in accordance with the provisions of Section 1.4(b) hereof.

Appears in 1 contract

Samples: Voting Agreement (Cuno Inc)

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