Common use of Dissenter Rights Clause in Contracts

Dissenter Rights. Notwithstanding anything in this Agreement to the contrary, shares ("Dissenter Shares") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment for such Dissenter Shares pursuant to, and who complies in all respects with, Sections 92A.300 through 92A.500 of the NRS (the "Dissenter Rights") shall not be converted into Merger Consideration as provided in Section 2.01(c)(3), but rather the holders of Dissenter Shares shall be entitled to payment for such Dissenter Shares in accordance with the Dissenter Rights; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment under the Dissenter Rights, then the right of such holder to be paid in accordance with the Dissenter Rights shall cease and such Dissenter 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 2.01(c)(3). The Company shall serve prompt notice to Parent of any written notice of intent to demand payment, or any written demand for payment, received by the Company in respect of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenter Rights. Notwithstanding anything in this Agreement to the contrary, shares ("“Dissenter Shares"”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment for such Dissenter Shares pursuant to, and who complies in all respects with, Sections 92A.300 through 92A.500 Section 262 of the NRS DGCL (the "“Dissenter Rights"”) shall not be converted into Merger Consideration as provided in Section 2.01(c)(32.01(c), but rather the holders of Dissenter Shares shall be entitled to payment for such Dissenter Shares in accordance with the Dissenter Rights; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment under the Dissenter Rights, then the right of such holder to be paid in accordance with the Dissenter Rights shall cease and such Dissenter 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 2.01(c)(32.01(c). The Company shall serve prompt notice to Parent of any written notice of intent to demand payment, or any written demand for payment, received by the Company in respect of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenter Rights. Notwithstanding anything in this Agreement to the contrary, shares ("“Dissenter Shares"”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment for such Dissenter Shares pursuant to, and who complies in all respects with, Sections 92A.300 through 92A.500 of the NRS (the "“Dissenter Rights"”) shall not be converted into Merger Consideration as provided in Section 2.01(c)(3), but rather the holders of Dissenter Shares shall be entitled to payment for such Dissenter Shares in accordance with the Dissenter Rights; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment under the Dissenter Rights, then the right of such holder to be paid in accordance with the Dissenter Rights shall cease and such Dissenter 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 2.01(c)(3). The Company shall serve prompt notice to Parent of any written notice of intent to demand payment, or any written demand for payment, received by the Company in respect of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenter Rights. Notwithstanding anything in this Agreement to the contrary, shares ("“Dissenter Shares"”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment for such Dissenter Shares pursuant to, and who complies in all respects with, Sections 92A.300 through 92A.500 262 of the NRS DGCL (the "“Dissenter Rights"”) shall not be converted into Merger Consideration as provided in Section 2.01(c)(32.01(c)(1), but rather the holders of Dissenter Shares shall be entitled to payment for such Dissenter Shares in accordance with the Dissenter Rights; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment under the Dissenter Rights, then the right of such holder to be paid in accordance with the Dissenter Rights shall cease and such Dissenter 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 2.01(c)(32.01(c)(1). The Company shall serve prompt notice to Parent of any written notice of intent to demand payment, or any written demand for payment, received by the Company in respect of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenter Rights. Notwithstanding anything in this Agreement to the contrary, shares ("Dissenter Shares") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment for such Dissenter Shares pursuant to, and who complies in all respects with, Sections 92A.300 through 92A.500 262 of the NRS DGCL (the "Dissenter Rights") shall not be converted into Merger Consideration as provided in Section 2.01(c)(32.01(c)(1), but rather the holders of Dissenter Shares shall be entitled to payment for such Dissenter Shares in accordance with the Dissenter Rights; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment under the Dissenter Rights, then the right of such holder to be paid in accordance with the Dissenter Rights shall cease and such Dissenter 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 2.01(c)(32.01(c)(1). The Company shall serve prompt notice to Parent of any written notice of intent to demand payment, or any written demand for payment, received by the Company in respect of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenter Rights. Notwithstanding anything in this Agreement to the contrary, and subject to the Appraisal Statute, shares ("Dissenter Shares") of Company COAH Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person a Person (other than the Major Shareholders) who is entitled to demand and properly demands payment for such Dissenter Shares pursuant to, has not voted in favor of the Merger and who complies has not consented thereto in all respects with, Sections 92A.300 through 92A.500 writing and who has delivered a written demand for appraisal of such shares in accordance with the NRS Appraisal Statute (the "Dissenter Rights"“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c)(3)2.8, but rather the holders of Dissenter Dissenting Shares shall be entitled to payment for of the fair value of such Dissenter Dissenting Shares in accordance with the Dissenter RightsAppraisal Statute; provided, however, that if any such holder shall fail to perfect perfect, or otherwise shall waive, withdraw or lose lose, the right to receive payment appraisal under the Dissenter RightsAppraisal Statute, then the right of such holder to be paid in accordance with the Dissenter Rights fair value of such holder’s Dissenting Shares shall cease and such Dissenter Dissenting 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, the Merger Consideration Consideration, as provided in Section 2.01(c)(3)2.8. The Company COAH shall serve prompt notice promptly send to Parent copies of any written notice of intent to demand payment, or any written demand for payment, demands received by the Company in respect COAH for appraisal of any shares of Company COAH Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company COAH shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenter Rights. Notwithstanding anything in this Agreement to the contrary, and subject to the Appraisal Statute, shares ("Dissenter Shares") of Company OWL Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person a Person (other than the Major Shareholders) who is entitled to demand and properly demands payment for such Dissenter Shares pursuant to, has not voted in favor of the Merger and who complies has not consented thereto in all respects with, Sections 92A.300 through 92A.500 writing and who has delivered a written demand for appraisal of such shares in accordance with the NRS Appraisal Statute (the "Dissenter Rights"“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c)(3)2.8, but rather the holders of Dissenter Dissenting Shares shall be entitled to payment for of the fair value of such Dissenter Dissenting Shares in accordance with the Dissenter RightsAppraisal Statute; provided, however, that if any such holder shall fail to perfect perfect, or otherwise shall waive, withdraw or lose lose, the right to receive payment appraisal under the Dissenter RightsAppraisal Statute, then the right of such holder to be paid in accordance with the Dissenter Rights fair value of such holder’s Dissenting Shares shall cease and such Dissenter Dissenting 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, the Merger Consideration Consideration, as provided in Section 2.01(c)(3)2.8. The Company OWL shall serve prompt notice promptly send to Parent copies of any written notice of intent to demand payment, or any written demand for payment, demands received by the Company in respect OWL for appraisal of any shares of Company OWL Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company OWL shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.