Dissenting Company Shares Sample Clauses

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who have (A) neither voted in favor of the adoption of this Agreement nor consented thereto in writing and (B) properly and validly exercised their statutory rights of appraisal in respect of such shares of Company Common Stock in accordance with Section 262 of the DGCL (the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7. Such Company Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who have failed to perfect or who have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.9.

Dissenting Company Shares. (A) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by stockholders who shall have properly and validly exercised their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 2.5. Such stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 2.6. (B) The Company shall give Parent (1) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (2) the opportunity and right (at Parent’s election) to direct and control all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for payment in respect of Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, shares of Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by holders who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the “Dissenting Company Shares”) will not be exchangeable for the right to receive the Merger Consideration, and holders of such shares will be entitled to receive payment of the appraised value of such shares in accordance with the provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. Upon the Company’s receipt of any notice of election to dissent in accordance with the provisions of such Section 262, the Company shall as promptly as reasonably practicable provide Parent with a copy of such notice of election to dissent and provide Parent, at Parent’s expense, the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL so long as Parent does not create obligations for the Company effective prior to the Effective Time. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such election to dissent or offer to settle or settle any such election to dissent.

Dissenting Company Shares. Each Dissenting Company Share issued and outstanding immediately prior to the Acquisition Effective Time held by a Dissenting Company Shareholder shall automatically be cancelled and cease to exist in accordance with Section 3.4(c) and shall thereafter represent only the right to be paid the fair value of such Dissenting Company Shares and such other rights as are granted by the Cayman Companies Act.

Dissenting Company Shares. Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by holders of such Shares who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "Dissenting Company Shares") will not be exchangeable for the right to receive the Merger Consideration, and holders of such Shares will be entitled to receive payment of the appraised value of such Shares in accordance with the provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. Upon the Company's receipt of any notice of election to dissent in accordance with the provisions of such Section 262, the Company shall promptly provide Investor with a copy of such notice of election to dissent. The Company shall not, except with the prior written consent of Investor, make any payment with respect to any such election to dissent or offer to settle or settle any such election to dissent.

Dissenting Company Shares. (a) Notwithstanding anything to the contrary contained in this Agreement, Company Shares which are issued and outstanding immediately prior to the Effective Time and which are held by shareholders of the Company who have not voted such Company Shares in favor of this Agreement and who have delivered a written demand for payment for their Company Shares in accordance with Section 1321 of the Arizona Act and have complied with all other applicable provisions of the Arizona Act concerning the right to demand appraisal of their Company Shares in connection with the Merger (the "Dissenting Company Shares") shall not be converted into the right to receive the Merger Consideration as provided in Section 2.1(a), but shall instead become the right to receive such cash consideration as may be determined to be due to such shareholders in accordance with the applicable provisions of the Arizona Act, unless and until any such shareholder shall have failed to perfect or shall have effectively withdrawn or lost his right to appraisal and payment thereunder. If a shareholder of the Company shall have so failed to perfect or shall have effectively withdrawn or lost such right, the Company Shares held by such shareholder shall thereupon be deemed to have been converted into the right to receive the Merger Consideration, without any interest thereon, as of the Effective Time. (b) If the CREC Purchase Price is not sufficient to enable the Holding Company to pay (in addition to the Merger Consideration payable pursuant to Section 2.1(a)) the cash consideration, if any, due to the holders of Dissenting Company Shares in accordance with the applicable provisions of the Arizona Act, then CREC shall provide to the Surviving Corporation, as additional consideration for the issuance of the CREC Holding Company Shares, the funds necessary to pay such consideration on a timely basis. (c) Each of the Shareholder Parties hereby irrevocably waives any right that it may have in connection with the Merger to demand payment for the Company Shares held by such Shareholder Party in accordance with Section 1321 of the Arizona Act. (d) The Company shall give CREC prompt notice of any written demand for payment received by the Company in accordance with Section 1321 of the Arizona Act and shall permit CREC to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not make any payment in respect of, or

Dissenting Company Shares. Each Dissenting Company Share (as defined in the Merger Agreement) issued and outstanding immediately prior to the Acquisition Effective Time held by a Dissenting Company Shareholder (as defined in the Merger Agreement) shall automatically be cancelled and cease to exist in accordance with the Merger Agreement and shall thereafter represent only the right to be paid the fair value of such Dissenting Company Shares and such other rights as are granted by the Companies Act; and

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Dissenting Company Shares. Company Shares for which the Company's Shareholders' Consent has not been executed and delivered and with respect to which (a) a demand for payment and appraisal shall have been properly made in accordance with the DCL ("DISSENTING COMPANY SHARES") or (b) the right to make a demand for payment and appraisal still exists shall not be converted into the right to receive the Merger Consideration at or after the Effective Time unless and until the holder of such Company Shares withdraws his or her demand or becomes ineligible pursuant to the provisions of the DCL for such payment and appraisal. If a holder of Dissenting Company Shares shall withdraw his or her demand for such payment and appraisal or shall become ineligible for such payment and appraisal, then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder's Dissenting Company Shares shall cease to be Dissenting Company Shares and shall be converted into the right to receive, and shall be exchangeable for, the Merger Consideration into which such Dissenting Company Shares would have been converted pursuant to Section 2.1 hereof.