Right of Appraisal Sample Clauses

Right of Appraisal. Notwithstanding anything in this Agreement to the contrary, shares of Company Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and who properly demands appraisal of such shares (the “Appraisal Shares”) pursuant to, and who complies in all respects with, the Nevada M&A Law shall not be converted into the right to receive Merger Consideration, but rather the holders of Appraisal Shares shall be entitled to be paid the fair value of such Appraisal Shares in accordance with the Nevada M&A Law; provided, however, that if any such holder shall fail to perfect or shall otherwise waive, withdraw or lose the right to appraisal under the Nevada M&A Law, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 1.8, without interest. The Company shall provide prompt notice to Purchaser of any demands received by the Company for appraisal of any shares of Company Stock, and Purchaser shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. The Parties hereby agree and acknowledge that in any appraisal proceeding with respect to the Appraisal Shares and to the fullest extent permitted by applicable Law, the fair value of the Appraisal Shares shall be determined in accordance with the Nevada M&A Law.
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Right of Appraisal. In the event any apportionment, allocation or valuation is to be established by appraisal under this Ground Lease, such amount shall be determined in the manner set forth in this Section. The appraisal procedure shall be invoked by written notice from either party hereto to the other party, which notice shall designate an appraiser. Notwithstanding subparagraph (ii) below, if an appraiser is being utilized in a condemnation proceeding and is acceptable to both parties, such appraiser may be utilized and subparagraph (ii) shall not apply.
Right of Appraisal. Seller shall be entitled, one time per calendar year, to obtain an appraisal of Purchaser by a reputable, qualified outside appraiser, at Seller's sole cost and expense. Such appraisal shall only be conducted upon reasonable advance notice to Purchaser and subject to the reasonable security and confidentiality measures required by Purchaser (including, but not limited to, the requirement that individuals involved in conducting the appraisal enter into a Confidentiality Agreement in form and substance reasonably acceptable to Purchaser). Purchaser agrees to cooperate in this appraisal (so long as such appraisal does not materially impair its operations), furnishing the appraiser with reasonably requested information; provided, however, that Purchaser shall charge Seller for its reasonable costs for any technical resources or extraordinary personnel time spent by Purchaser unnecessary for such appraisal. Such appraisal shall only be conducted during normal business hours, and Seller agrees to provide Purchaser with a copy of any such appraisal promptly after Seller's receipt thereof. Seller acknowledges and agrees that its right to appraisal is personal to Seller and not transferable or assignable in any respect to any Person for any reason. This right to appraisal shall expire (i) on the date Purchaser, or any successor to its business, files its first Form 10-K or Form 10-KSB, as applicable, or other similar or successor annual report containing substantially similar information with the Securities and Exchange Commission; (ii) on the date Seller, for any reason, becomes the holder of less than 5% of the then outstanding Purchaser Shares; or (iii) one year after the termination of Purchaser's employment with Purchaser under the Employment Agreement or any successor employment agreement.
Right of Appraisal. 10 ------------------ (ii) Employee/Director CCS Warrants................................ 10 ------------------------------ 2.2 Warranties......................................................... 33 ---------- 2.3 Y2K Compliance..................................................... 33 -------------- 2.4 Customer Relations................................................. 49 ------------------ 2.5 Newcourt Facility.................................................. 59 ----------------- 2.6 Release of Security Interests...................................... 61 ----------------------------- 2.7 Stockholder Indebtedness........................................... 61 ------------------------ 2.8 Total Indebtedness................................................. 61 ------------------ 2.9 Voting Agreement................................................... 61 ---------------- 2.10 Bridge Financing................................................... 62 ---------------- 2.11 Notice of Termination.............................................. 62 --------------------- 2.12 Effect of Termination.............................................. 62 ---------------------

Related to Right of Appraisal

  • Waiver of Appraisal Rights Stockholder hereby irrevocably and unconditionally waives any right of appraisal relating to the Merger that Stockholder may have by virtue of ownership of the Shares.

  • No Exercise of Appraisal Rights Such Stockholder forever waives and agrees not to exercise any appraisal rights or dissenters’ rights in respect of such Stockholder’s Subject Shares that may arise in connection with the Merger unless the Merger Agreement is validly terminated in accordance with its terms.

  • Appraisal The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date. The appraisal is signed by an appraiser that (i) was engaged directly by the originator of the Mortgage Loan or the Mortgage Loan Seller, or a correspondent or agent of the originator of the Mortgage Loan or the Mortgage Loan Seller, and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.

  • Absence of Appraisal or Dissenters’ Rights No Shareholder shall be entitled, as a matter of right, to relief as a dissenting Shareholder in respect of any proposal or action involving the Trust or any Series or any Class thereof.

  • Waiver of Appraisal and Dissenters’ Rights Stockholder hereby waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Merger that Stockholder may have by virtue of ownership of the Shares.

  • Waiver of Appraisal and Dissenters’ Rights and Actions Stockholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Company Shares Beneficially Owned by Stockholder or rights to dissent from the Merger which may arise with respect to the Merger and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or other Proceeding, against Parent, Acquisition Sub, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the Merger, including any Proceeding (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the Merger Agreement or the transactions contemplated thereby.

  • The Appraisal The Mortgage Loan Documents contain an appraisal of the related Mortgaged Property by an appraiser who is licensed in the state where the Mortgaged Property is located, and who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and the appraiser both satisfy the applicable requirements of Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;

  • Inspections; Appraisals (a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them.

  • Valuation of Collateral Securities Intermediary shall provide view only access to its systems to Secured Party for the purpose of communicating data as to the Reserve Account as of that date.

  • No Appraisal Rights Shareholders shall have no right to demand payment for their Shares or to any other rights of dissenting Shareholders in the event the Trust participates in any transaction which would give rise to appraisal or dissenters’ rights by a stockholder of a corporation organized under the General Corporation Law of the State of Delaware or would otherwise give rise to such appraisal or dissenters’ rights.

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