Shares of Dissenting Shareholders Sample Clauses

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 2.1(b)), Company Common Shares issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand, and has properly demanded, appraisal for such Company Common Shares in accordance with, and who complies in all respects with, Section 1701.85 of the OGCL (such Company Common Shares, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as described in Section 2.1(a)(iii), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such holder pursuant to the procedures set forth in Section 1701.85 of the OGCL. If any such holder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such holder to be paid the fair cash value of such Dissenting Shares shall cease, and such Dissenting Shares shall instead be deemed to have been converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(iii). The Company shall give Parent prompt notice (but in any event within 48 hours of receipt thereof) of any demands for appraisal of Company Common Shares received by the Company, withdrawals of such demands and any other instruments served pursuant to Section 1701.85 of the OGCL and shall give Parent the opportunity to participate in all negotiations and proceedings with respect thereto.
Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Partners Common Stock held by a person who did not vote in favor of the Amalgamation and who complies with all the provisions of Bermuda law concerning the right of holders of Partners Common Stock to require appraisal of their shares of Partners Common Stock by the Supreme Court of Bermuda (such shareholder, a "Dissenting Shareholder", and such shares, "Dissenting Shares") shall be cancelled at the Effective Time in consideration for the right to receive such consideration as may be payable to such Dissenting Shareholder upon completion of the Amalgamation pursuant to the laws of Bermuda. In the event that a Dissenting Shareholder fails to perfect, effectively withdraws or otherwise loses any right to appraisal and payment under the Companies Act, such Dissenting Shareholder shall no longer have any right to appraisal thereunder. Any such Dissenting Shareholder shall be entitled to elect to receive the Amalgamation Consideration and any cash in lieu of fractional shares of NTL Capital Stock. Partners shall give NTL (i) prompt notice of any written demands for appraisal of Dissenting Shares or withdrawals of such demands received by Partners and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. Except as required by Section 106 of the Companies Act, prior to the Effective Time, Partners shall not, without the prior written consent of NTL, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.
Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Series B Preferred Stock and, if a Stock Proration Event (as hereinafter defined) shall have occurred, any issued and outstanding shares of Company Common Stock, in either case held by a person (a "Dissenting Shareholder") who shall not have voted to adopt this Agreement or consented thereto in writing and who shall have properly demanded appraisal for such shares in accordance with Section 262 of the DGCL ("Dissenting Shares") shall not be converted as described in Section 2.01(c) and (d), unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If, after the Effective Time, such Dissenting Shareholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shareholder's shares of Company Common Stock or Company Series B Preferred Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been converted into and to have become exchangeable for, at the Effective Time, (x) in the case of Company Common Stock, the right to receive for each such share the amount in cash (and, if applicable, the number of shares of Bethlehem Common Stock), without interest, that a holder of a share who had not demanded appraisal (a "Nondissenting Share") of Company Common Stock and who had made a Cash Election (as defined below) with respect to such Nondissenting Share pursuant to Section 2.02 prior to the Election Date (as defined below) would have received with respect to such Nondissenting Share after giving effect to Section 2.03 (it being understood that no adjustment shall be made to the proration computation (if any) made following the Election Date to give effect to the withdrawal of, or the failure to perfect, the demand for appraisal with respect to such Dissenting Shares) and (y) in the case of Company Series B Preferred Stock, the right to receive for each such share the number of shares of Bethlehem Common Stock and the amount of cash that a holder of the number of Nondissenting Shares of Company Common Stock into which such share of Company Series B Preferred Stock could have been converted immediately prior to the Effective Time who had not made a Cash Election with respect to such Nondissenting Shares pursuant to Section 2.02 prior to the Election Date would have received after giving effect to Section 2.03. The Company shall give Bet...
Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Temroc Stock held by persons who object to the Merger and comply with all the provisions of the Minnesota Act concerning the right of holders of Temroc Stock to dissent from the Merger and require appraisal of their shares of Temroc Stock (each a "Dissenting Shareholder" and, collectively, the "Dissenting Shareholders"), shall not be converted as described in Section 1.6 but shall only be entitled to such rights as are granted by the Minnesota Act; provided, however, that shares of Temroc Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Shareholder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal, shall be deemed to be converted, as of the Effective Time of the Merger, only into the right to receive the Merger Consideration. Temroc shall give Sub prompt notice of any written demands for appraisal of shares of Temroc Stock received by Temroc. The Surviving Corporation shall make any and all payments due to Dissenting Shareholders.
Shares of Dissenting Shareholders. Any Company Shares a Shareholder properly exercising its dissent or appraisal rights under the Corporate Law (a "DISSENTING SHAREHOLDER") holds shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Shareholder under the Corporate Law; except that each Company Share outstanding at the Effective Time that a Dissenting Shareholder holds for which, after the Effective Time, such Dissenting Shareholder withdraws its demand to exercise dissenters or appraisal rights or loses its right to exercise dissenters or appraisal rights as provided in the Corporate Law, shall be deemed to be converted, as of the Effective Time, into the right to receive the Per Share Merger Consideration. The Company shall give Parent (a) prompt notice of any written demands for the exercise of dissenters or appraisal rights, withdrawals of demands for the exercise of dissenters or appraisal rights and any other instruments served under the Corporate Law, and (b) the opportunity to direct all negotiations and proceedings with respect to demands for exercise of dissenters or appraisal rights under the Corporate Law. The Company shall not voluntarily make any payment with respect to any purchase demands and shall not, except with Parent's prior written consent, settle or offer to settle any such demands.
Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any shares of Company Capital Stock that are issued and outstanding as of the Effective Time and that are held by a shareholder who has properly exercised his appraisal rights (the "Dissenting Shares") under Delaware Law shall not be converted into the right to receive the Merger Consideration unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under Delaware Law and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of Delaware Law.
Shares of Dissenting Shareholders. Dissenting Shares will not be converted into the right to receive that portion of the Broadcom Merger Consideration otherwise payable with respect to such Broadcom Common Shares after the Broadcom Effective Times, but will instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Chapter 13 of the CGCL. If a Dissenting Shareholder withdraws such holder’s demand for purchase of such Dissenting Shares for fair market value pursuant to Chapter 13 of the CGCL or becomes ineligible for such payment and appraisal, then, as of the Broadcom Effective Times or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive, and will be exchangeable for, the Broadcom Merger Consideration into which such Dissenting Shares would have been converted pursuant to Section 3.1 as if such shares were Cash Electing Shares. Each Dissenting Shareholder who, pursuant to Chapter 13 of the CGCL, becomes entitled to payment of the fair market value of the Dissenting Shares will receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant to such provisions). Broadcom shall give Avago (a) prompt notice of any demands received by Broadcom for the purchase of Broadcom Common Shares pursuant to Chapter 13 of the CGCL and/or payment in respect thereof, attempted written withdrawals of such demands, and any other instruments served pursuant to Chapter 13 of the CGCL and received by Broadcom relating to shareholders’ demands for the purchase of Broadcom Common Shares pursuant to Chapter 13 of the CGCL with respect to the Cash/Stock Merger and the Unit Merger, and (b) the opportunity to participate in negotiations and proceedings with respect to any exercise of such rights under Chapter 13 of the CGCL, provided, that Broadcom shall direct and control any such negotiations and proceedings. Except as required by applicable Law or pursuant to an order, decree or ruling of a Governmental Entity having jurisdiction over Broadcom, Broadcom shall not (and shall not agree to), without the prior written consent of Avago, voluntarily make any payment with respect to, or settle, or offer to settle, any such demands or applications, or waive any failure to timely deliver a written demand or to timely take any other action for the...
Shares of Dissenting Shareholders. Notwithstanding any thing in the Agreement to the contrary, any issued and outstanding shares of capital stock of V-Clip held by a person (a “Dissenting Shareholder”) who shall not have voted or consented in writing to adopt this Agreement and who properly demands appraisal for such shares in accordance the California Corporations Code (“Dissenting Shares”) shall not be converted as described in Section 2.1 but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the California Corporations Code unless such holder fails to perfect or withdraw or otherwise loses his right of appraisal. If, after the Effective Time, such Dissenting Shareholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shareholder’s share of capital stock of V-Clip shall no longer be considered Dissenting Shares for the purposes of this Agreement and such holder’s shares of capital stock of Delaware shall thereupon be deemed to have been converted at the Effective Time, as set forth in Section 2.1.
Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any shares of CCI Common Stock (and the associated Rights) that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders who shall not have voted in favor of the Merger and who shall have demanded properly in writing payment for such shares in accordance with Article 113 of the CBCA (collectively, the "Dissenting Shares") shall not be converted into or represent the right to receive the Merger Consideration or any cash in lieu of fractional shares of CCI Common Stock (and the associated Rights). Such shareholders shall be entitled to receive payment of the fair value (as defined in Article 113) of such shares of CCI Common Stock (and the associated Rights) held by them in accordance with the provisions of Article 113 of the CBCA, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to payment for such shares of CCI Common Stock (and the associated Rights) under such Article 113 shall thereupon be treated as shares that are not Electing Shares and had been converted into and had become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration. CCI shall give Merger Sub prompt notice of any notice or demands for payment in accordance with Article 113 of the CBCA for shares of CCI Common Stock received by CCI and Merger Sub shall have the right to participate in and approve all negotiations and proceedings with respect to such demands. CCI shall not, except with the prior written consent of Merger Sub, make any payment with respect to, or settle or offer to settle, any such demands.
Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, in connection with the Amalgamation (if it becomes effective), holders of shares of Company Common Stock shall have rights pursuant to Section 106 of the Act, provided such holders comply with the provisions of such Section. For purposes of applying the foregoing provisions of the Act, the date of the corporate action triggering the obligation to provide notice of dissenters rights to the holders of shares of Company Common Stock shall be the date on which notice of the shareholder's meeting to approve the Amalgamation is deemed to be received by such holders.