SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_]CONFIDENTIAL, FOR USE OF THE
[_] Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(e)(2))
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CELL GENESYS, INC.
SOMATIX THERAPY CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined:)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
SOMATIX THERAPY CORPORATION
950 MARINA VILLAGE PARKWAY, SUITE 100
ALAMEDA, CALIFORNIA 94501
May 9, 1997
Dear Preferred Stockholder:
Attached please find a notice and discussion of certain appraisal rights
under Section 262 of the General Corporation Law of the State of Delaware (the
"DGCL") that are available to you with respect to the merger (the "Merger") of
Somatix Therapy Corporation ("Somatix") and S Merger Corp. ("Merger Sub"), a
wholly owned subsidiary of Cell Genesys, Inc. ("Cell Genesys"), pursuant to the
Agreement and Plan of Merger and Reorganization dated as of January 12, 1997 (as
amended and restated as of March 27, 1997) among Somatix, Cell Genesys and
Merger Sub. The Merger is more fully described in the Joint Proxy
Statement/Prospectus of Somatix and Cell Genesys dated April 30, 1997 (the
"Joint Proxy Statement"), a copy of which has been previously provided to you.
Notwithstanding the discussion of "Appraisal Rights" on pages 8 and 46 of
the Joint Proxy Statement, the purpose of the attached notice and discussion is
to inform you, pursuant to Section 262(d) of the DGCL, of the availability to
you of appraisal rights under Section 262(b) of the DGCL, with respect to your
shares of Series A or Series B Preferred Stock of Somatix. Any holder of Series
A or Series B Preferred Stock who desires to exercise such appraisal rights or
who wishes to preserve his or her right to do so, should carefully review the
attached notice and Annex thereto. Failure to timely and properly comply with
the procedures specified will result in the loss of appraisal rights under the
DGCL. Please note that appraisal rights under the DGCL in connection with the
Merger are only available to holders of shares of Somatix Series A and Series B
Preferred Stock. Holders of shares of Somatix Common Stock do not have such
rights.
Should you have any questions regarding the foregoing or its impact on your
voting on the Merger, please do not hesitate to call Edward Lanphier of Somatix
at (510) 748-3036.
Sincerely,
/s/David W. Carter
David W. Carter
SOMATIX THERAPY CORPORATION
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NOTICE OF APPRAISAL RIGHTS
PURSUANT TO SECTION 262 OF THE
GENERAL CORPORATION LAW OF THE
STATE OF DELAWARE
Reference is made to the Joint Proxy Statement/Prospectus dated April 30,
1997 of Cell Genesys, Inc., a Delaware corporation ("CGI"), and Somatix Therapy
Corporation, a Delaware corporation ("STC"), previously furnished to
stockholders of CGI and STC in connection with the solicitation of proxies by
the board of directors of each of CGI and STC for use at (i) the annual meeting
of stockholders of CGI to be held on Friday, May 30, 1997 and (ii) the special
meeting of stockholders of STC to be held on Friday, May 30, 1997. At each
meeting of stockholders, the stockholders of CGI and STC will be asked to
approve and adopt, among other things, (i) the Agreement and Plan of Merger and
Reorganization, dated as of January 12, 1997 (as amended and restated as of
March 27, 1997, the "Merger Agreement"), among STC, CGI and S Merger Corp.
("Merger Sub"), and (ii) the merger (the "Merger") of Merger Sub with and into
STC pursuant to the Merger Agreement.
Under Section 262 of the Delaware General Corporation Law (the "DGCL"),
where a merger agreement is to be submitted for adoption at a meeting of
stockholders, as in the case of the special meeting of stockholders of STC, not
less than 20 days prior to such meeting, a company must notify each holder of
record on the record date for such annual meeting of shares of each class or
series of its stock entitled to appraisal rights that such appraisal rights are
available and include in each such notice a copy of Section 262. Holders of
record on March 14, 1997 of shares of Series A-1 Preferred Stock, Series A-2
Preferred Stock and Series B-1 Preferred Stock of STC (collectively, the "STC
Preferred Stock") are entitled to appraisal rights under Section 262 of the DGCL
in connection with the Merger. THIS NOTICE OF APPRAISAL RIGHTS CONSTITUTES SUCH
NOTICE PURSUANT TO SECTION 262 OF THE DGCL FOR PURPOSES OF THE SPECIAL MEETING
OF STOCKHOLDERS OF STC. Any holder of record of shares of STC Preferred Stock
who wishes to exercise appraisal rights should review the following discussion
and Annex A attached hereto carefully because failure timely and properly to
comply with the procedures specified in Section 262 will result in the loss of
appraisal rights under the DGCL.
THE FOLLOWING DISCUSSION IS NOT A COMPLETE STATEMENT OF THE LAW PERTAINING
TO APPRAISAL RIGHTS UNDER THE DGCL AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO THE FULL TEXT OF SECTION 262 WHICH IS REPRINTED IN ITS ENTIRETY AS ANNEX A TO
THIS NOTICE OF APPRAISAL RIGHTS. EXCEPT AS SET FORTH HEREIN AND IN ANNEX A,
HOLDERS OF SHARES OF STC PREFERRED STOCK WILL NOT BE ENTITLED TO APPRAISAL
RIGHTS IN CONNECTION WITH THE MERGER.
Under the DGCL, record holders of shares of STC Preferred Stock who follow
the procedures set forth in Section 262 and who have not voted in favor of the
Merger will be entitled to have their shares of STC Preferred Stock appraised by
the Delaware Court of Chancery and to receive payment of the "fair value" of
such shares, exclusive of any element of value arising from the accomplishment
or expectation of the Merger, together with a fair rate of interest, as
determined by such court.
A holder of shares of STC Preferred Stock wishing to exercise appraisal
rights must deliver to STC, before the vote on the approval and adoption of the
Merger Agreement at the STC special meeting, a written demand for appraisal of
such holders' shares of STC Preferred Stock. In addition, a holder of shares of
STC Preferred Stock wishing to exercise appraisal rights must hold of record
such shares of STC Preferred Stock on the date the written demand for appraisal
is made and must continue to hold such shares of STC Preferred Stock through the
effective time of the Merger.
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Only a holder of record of shares of STC Preferred Stock is entitled to
assert appraisal rights for the shares of STC Preferred Stock registered in that
holder's name. A demand for appraisal should be executed by or on behalf of the
holder of record fully and correctly, as the holder's name appears on the stock
certificates.
If shares of STC Preferred Stock are owned of record in a fiduciary
capacity, such as by a trustee, guardian or custodian, execution of the demand
for appraisal should be made in that capacity, and if the shares of STC
Preferred Stock are owned of record by more than one person, as in a joint
tenancy or tenancy in common, the demand should be executed by or on behalf of
all joint owners. An authorized agent, including one for two or more joint
owners, may execute the demand for appraisal on behalf of a holder of record;
however, the agent must identify the record owner or owners and expressly
disclose the fact that, in executing the demand, he or she is acting as agent
for such owner or owners. A record holder such as a broker who holds shares of
STC Preferred Stock as nominee for several beneficial owners may exercise
appraisal rights with respect to the shares of STC Preferred Stock held for one
or more beneficial owners while not exercising such rights with respect to the
shares of STC Preferred Stock held for other beneficial owners; in such case,
the written demand should set forth the number of shares of STC Preferred Stock
as to which appraisal is sought and where no number of shares of STC Preferred
Stock is expressly mentioned the demand will be presumed to cover all shares of
STC Preferred Stock held in the name of the record owner. Holders of shares of
STC Preferred Stock who hold their shares of STC Preferred Stock in brokerage
accounts or other nominee forms and who wish to exercise appraisal rights are
urged to consult with their brokers to determine the appropriate procedures for
the making of a demand for appraisal by such nominee.
All written demands for appraisal of shares of STC Preferred Stock should
be delivered to Somatix Therapy Corporation, 950 Marina Village Parkway,
Alameda, California 94501, Attention: Edward O. Lanphier, Secretary, so as to
be received before the vote on the approval and adoption of the Merger Agreement
and the Merger at the STC special meeting.
Within 10 days after the effective date of the Merger, STC, as the
surviving corporation in the Merger (the "Surviving Corporation"), must send a
notice as to the effectiveness of the Merger to each person who has satisfied
the appropriate provisions of Section 262. Within 120 days after the effective
time of the Merger, but not thereafter, the Surviving Corporation or any such
stockholder who has satisfied the foregoing conditions and is otherwise entitled
to appraisal rights under Section 262, may file a petition in the Delaware Court
of Chancery demanding a determination of the fair value of the shares of STC
Preferred Stock held by such stockholder. If no such petition is filed,
appraisal rights will be lost for all stockholders who had previously demanded
appraisal of their shares of STC Preferred Stock. Holders of STC Preferred
Stock seeking to exercise appraisal rights should assume that the Surviving
Corporation will not file a petition with respect to the appraisal of the value
of shares of STC Preferred Stock and that the Surviving Corporation will not
initiate any negotiations with respect to the "fair value" of shares of STC
Preferred Stock. Accordingly, holders of shares of STC Preferred Stock who wish
to exercise their appraisal rights should regard it as their obligation to take
all steps necessary to perfect their appraisal rights in the manner prescribed
in Section 262.
Within 120 days after the effective time of the Merger, any record holder
of shares of STC Preferred Stock who has complied with the provisions of Section
262 will be entitled, upon written request, to receive from the Surviving
Corporation a statement setting forth the aggregate number of shares of STC
Preferred Stock not voted in favor of approval of the Merger Agreement and with
respect to which demands for appraisal were received by STC, and the number of
holders of such shares of STC Preferred Stock. Such statement must be mailed
within ten days after the written request therefore has been received by the
Surviving Corporation or within ten days after expiration of the time for
delivery of demands for appraisal under Section 262, whichever is later.
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If a petition for appraisal is timely filed, after a hearing on such
petition, the Delaware Court of Chancery will determine the holders of shares of
STC Preferred Stock entitled to appraisal rights and will appraise the "fair
value" of the shares of STC Preferred Stock, exclusive of any element of value
arising from the accomplishment or expectation of the Merger, together with a
fair rate of interest, if any, to be paid upon the amount determined to be the
fair value. Holders considering seeking appraisal should be aware that the fair
value of their shares of STC Preferred Stock as determined under Section 262
could be more than, the same as or less than the value of the consideration that
they would otherwise have received in the Merger if they did not seek appraisal
of their shares of STC Preferred Stock. The Delaware Supreme court has stated
that "proof of value by any techniques or methods which are generally considered
acceptable in the financial community are otherwise admissible in court" should
be considered in the appraisal proceedings. In addition, Delaware courts have
decided that the statutory appraisal remedy, depending on factual circumstances,
may or may not be a dissenter's exclusive remedy. The Court will also determine
the amount of interest, if any, to be paid on the amounts to be received by
persons whose shares of STC Preferred Stock have been appraised. The costs of
the action may be determined by the Court and taxed upon the parties as the
Court deems equitable. The Court may also order that all or a portion of the
expenses incurred by any holder of shares of STC Preferred Stock in connection
with an appraisal, including without limitation, reasonable attorneys' fees and
the fees and expenses of experts utilized in the appraisal proceeding, be
charged pro rata against the value of all of the shares of STC Preferred Stock
entitled to appraisal.
Any stockholder of STC who has duly demanded an appraisal in compliance
with Section 262 will not, after the effective time of the Merger, be entitled
to vote his or her shares of STC Preferred Stock for any purpose nor, after the
effective time of the Merger, be entitled to the payment of dividends or other
distributions thereon.
If no petition for an appraisal is filed within the time provided, or if a
stockholder of STC delivers to the Surviving Corporation a written withdrawal of
his or her demand for an appraisal and an acceptance of the Merger within 60
days after the effective time of the Merger or with the written approval of the
Surviving Corporation thereafter, then the right of such stockholder to an
appraisal will cease and such stockholder shall be entitled to receive the
Merger consideration pursuant to the Merger Agreement, without interest, as if
he or she had not demanded appraisal of his or her shares of STC Preferred
Stock. No pending appraisal proceeding in the Court of Chancery will be
dismissed as to any stockholder without the approval of the Court, which
approval may be conditioned on such terms as the Court deems just.
HOLDERS OF STC PREFERRED STOCK DESIRING TO EXERCISE THEIR APPRAISAL RIGHTS
SHOULD STRICTLY COMPLY WITH THE PROCEDURES SET FORTH IN SECTION 262 OF THE DGCL.
FAILURE TO FOLLOW ANY OF SUCH PROCEDURES MAY RESULT IN A TERMINATION OR WAIVER
OF APPRAISAL RIGHTS UNDER SECTION 262 OF THE DGCL.
DATED: MAY 9, 1997
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SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW
(sect) 262. Appraisal rights.
(a) Any stockholder of a corporation of this State who holds shares of
stock on the date of the making of a demand pursuant to subsection (d) of this
section with respect to such shares, who continuously holds such shares through
the effective date of the merger or consolidation, who has otherwise complied
with subsection (d) of this section and who has neither voted in favor of the
merger or consolidation nor consented thereto in writing pursuant to (sect) 228
of this title shall be entitled to an appraisal by the Court of Chancery of the
fair value of his shares of stock under the circumstances described in
subsections (b) and (c) of this section. As used in this section, the word
"stockholder" means a holder of record of stock in a stock corporation and also
a member of record of a nonstock corporation; the words "stock" and "share" mean
and include what is ordinarily meant by those words and also membership or
membership interest of a member of a nonstock corporation; and the words
'depository receipt' means a receipt or other instrument issued by a depository
representing an interest in one or more shares, or fractions thereof, solely of
stock of a corporation, which stock is deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to (sect)(sect) 251, 252, 254, 257, 258, 263 or 264 of this
title:
(1) Provided, however, that no appraisal rights under this section
shall be available for the shares of any class or series of stock, which stock,
or depository receipts in respect thereof, at the record date fixed to determine
the stockholders entitled to receive notice of and to vote at the meeting of
stockholders to act upon the agreement of merger or consolidation, were either
(i) listed on a national securities exchange or designated as a national market
system security on an interdealer quotation system by the National Association
of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders;
and further provided that no appraisal rights shall be available for any shares
of stock of the constituent corporation surviving a merger if the merger did not
require for its approval the vote of the holders of the surviving corporation as
provided in subsections (b) or (g) of (sect) 251 of this title.
(2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series of
stock of a constituent corporation if the holders thereof are required by the
terms of an agreement of merger or consolidation pursuant to (sect)(sect) 251,
252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything
except:
a. Shares of stock of the corporation surviving or resulting from such
merger or consolidation, or depository receipts in respect thereof;
b. Shares of stock of any other corporation, or depository receipts in
respect thereof, which shares of stock or depository receipts at the effective
date of the merger or consolidation will be either listed on a national
securities exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities Dealers,
Inc. or held of record by more than 2,000 holders;
c. Cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a. and b. of this paragraph; or
d. Any combination of the shares of stock, depository receipts and cash
in lieu of fractional shares or fractional depository receipts described in the
foregoing subparagraphs a., b. and c. of this paragraph.
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(3) In the event all of the stock of a subsidiary Delaware corporation party
to a merger effected under (sect)253 of this title is not owned by the parent
corporation immediately prior to the merger, appraisal rights shall be available
for the shares of the subsidiary Delaware corporation.
(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets
of the corporation. If the certificate of incorporation contains such a
provision, the procedure of this section, including those set forth in
subsections (d) and (e) of this section, shall apply as nearly as is
practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of
stockholders, the corporation not less than 20 days prior to the meeting, shall
notify each of its stockholders who was such on the record date for such meeting
with respect to shares for which appraisal rights are available pursuant to
subsections (b) or (c) hereof, that appraisal rights are available for any or
all of the shares of the constituent corporations, and shall include in such
notice a copy of this section. Each stockholder electing to demand the appraisal
of his shares shall deliver to the corporation, before the taking of the vote on
the merger or consolidation, a written demand for appraisal of his shares. Such
demand will be sufficient if it reasonably informs the corporation of the
identity of the stockholder and that the stockholder intends thereby to demand
the appraisal of his shares. A proxy or vote against the merger or consolidation
shall not constitute such a demand. A stockholder electing to take such action
must do so by a separate written demand as herein provided. Within 10 days after
the effective date of such merger or consolidation, the surviving or resulting
corporation shall notify each stockholder of each constituent corporation who
has complied with this subsection and has not voted in favor of or consented to
the merger or consolidation of the date that the merger or consolidation has
become effective; or
(2) If the merger or consolidation was approved pursuant to (sect) 228 or
253 of this title, the surviving or resulting corporation, either before the
effective date of the merger or consolidation or within 10 days thereafter,
shall notify each of the stockholders entitled to appraisal rights of the
effective date of the merger or consolidation and that appraisal rights are
available for any or all of the shares of the constituent corporation, and shall
include in such notice a copy of this section. The notice shall be sent by
certified or registered mail, return receipt requested, addressed to the
stockholder at his address as it appears on the records of the corporation. Any
stockholder entitled to appraisal rights may, within 20 days after the date of
mailing of the notice, demand in writing from the surviving or resulting
corporation the appraisal of his shares. Such demand will be sufficient if it
reasonably informs the corporation of the identity of the stockholder and that
the stockholder intends thereby to demand the appraisal of his shares.
(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to
appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw his demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the merger
or consolidation, any stockholder who has complied with the requirements of
subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not voted
in favor of the merger or consolidation and with respect to which demands for
appraisal have been received and the aggregate number of holders of such shares.
Such written statement shall be mailed to the stockholder within 10 days after
his written request for such a statement is received by the surviving or
resulting corporation
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Or within 10 days after expiration of the period for delivery of demands for
appraisal under subsection (d) hereof, whichever is later.
(f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which
shall within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockbrokers who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at
least 1 week before the day of the hearing, in a newspaper of general
circulation published in the city of Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notices by mail and by publication
shall be approved by the Court, and the costs thereof shall be borne by the
surviving or resulting corporation.
(g) At the hearing on such petition, the court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.
(h) After determining the stockholders entitled to an appraisal, the court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay
to borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholders entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has submitted his
certificate of stock to the Register of Chancery, if such is required, may
participate fully in all proceedings until it is finally determined that he is
not entitled to appraisal rights under this section.
(i) The court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertified stock forthwith, and in the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.
(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.
(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection (d)
of this section shall be entitled to vote such stock for any purpose or to
receive payment or other distributions on the stock (except
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dividends or other distribution payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidations; provided,
however, that if no petition for an appraisal shall be filed within the time
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of his demand for
an appraisal and an acceptance of the merger or consolidation as provided in
subsection (e) of this section or thereafter with the written approval of the
corporation, than the right of such stockholder to an appraisal shall cease.
Notwithstanding the foregoing, no appraisal proceeding in the court of chancery
shall be dismissed as to any stockholder without the approval of the court, and
such approval may be conditioned upon such terms as the court deems just.
(l) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.
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