Dissent. Dissenters’ or appraisal rights shall not have been exercised by holders of more than 10% of the outstanding shares of the Company Common Stock.
Dissent. A Manager may be absolved from personal liability with respect to any decision or action of the Managers which he or she voted against or did not participate in by registering in the Company’s records a written dissent from such action or decision within 30 days after receiving notice of the decision. A dissenting Manager will nevertheless act with the other Managers in any way necessary or appropriate to effectuate the decision of the majority, so long as such decision or action is not illegal.
Dissent. A director who is present at a meeting of the Board or a committee of the Board is deemed to have consented to any resolution passed at the meeting unless:
Dissent. 10.02.01 Each Shareholder agrees that in no event shall it dissent, or claim any other remedy (and each Shareholder hereby waives its right to dissent and to claim any other remedy) under Sections 191 or 242 of the Act.
Dissent. Notwithstanding anything to the contrary in the foregoing, in the event a Dissenting Shareholder in respect of ATCOR Shares has been paid the fair value of the ATCOR Shares held by such Shareholder immediately prior to the Amalgamation pursuant to Section 190 of the Act, such Dissenting Shareholder shall have no right to receive the redemption price for the Class C Special Shares into which such ATCOR Shares were converted notwithstanding that the same have been redeemed, shall not be entitled to exercise any of the rights of shareholders in respect thereof, and the redemption monies for such Class C Special Shares held on deposit in a special account as provided for in subsection 5.5.3 above shall be forfeited to the Corporation.
Dissent. E&C shall give Parent:
Dissent. The Company shall give Parent prompt notice of any written notice of dissent, withdrawal of such notice, and any other instruments received by the Company pursuant to the Dissent Rights.
Dissent. Dissent Rights shall not have been validly exercised, and not withdrawn or deemed to have been withdrawn, in respect of more than 10% of the outstanding Shares held by the Shareholders.
Dissent. 28） While recognizing potential anticompetitive consequences, like higher retail prices or stifling of the development of more efficient retailing models, the dissenting opinion in Xxxxxx asserted that there are circumstances when RPM will benefit competition in terms of new entry and prevention of‘free-riding’. The dissent cast doubt on the frequency of the benefits, stating that it was not significant enough to justify overturning the long-lasting per se rule. Apart from new entry, which should be taken into consideration even under the per se rule it supports, the dissent raised the question of how often the‘free-riding’ problem becomes serious enough to deter dealer investment.29）The dissent maintained that sometimes ‘free-riding’could happen in reality, but that it did not take place so often in the economy where firms sell complex technical equipment to consumers. The dissent also pointed out that it was not very easy for courts to identify instances in which the benefits of RPM are likely to outweigh potential xxxxx, showing the difficulty of identifying who, producer or dealer, is the driving force behind any given RPM agreement, and the difficulty of determining when and where‘free-riding’is serious enough to warrant legal protection.30）Given the difficulties of the problem, the dissent emphasized that the question before the Court was not‘what should be the rule’ starting from scratch, but rather‘whether it was necessary to change a clear and simple per se rule that had been applied by courts for a long time’.31） In the end, the dissent concluded that, in the absence of substantial change in economy, which might have helped to support the majority’s argument, there was no ground for abandoning a well-established antitrust rule of per se illegality, upon which untold numbers of business decisions had relied for nearly a century.32）
