Dissenting Interests. Notwithstanding any provision of this Agreement to the contrary, including Section 2.8, Interests issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights in accordance with Act (such Interests being referred to collectively as the “Dissenting Interests” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under the Act with respect to such Interests) shall not be converted into a right to receive a portion of the Merger Consideration, but instead shall be entitled to only such rights as are granted by the Act; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to dissent pursuant to the Act or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Act, such Interests shall be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration, if any, to which such holder is entitled pursuant to Section 2.8(b), without interest thereon. The Target Company shall provide Holdings prompt written notice of any demands received by the Target Company for appraisal of Interests, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Target Company prior to the Effective Time pursuant to the Act that relates to such demand, and Holdings shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. The Target Company shall give notice to Target Company Members of their right to dissent and such notice shall comply with the Act. Except with the prior written consent of Holdings, the Target Company shall not make any payment with respect to, or settle or offer to settle, any such demands.
Dissenting Interests. Company Shareholders who would have the right to demand and perfect such holder’s rights to dissent from the Merger and to be paid the fair value of such holder’s shares in accordance with Sections 92A.300 to 92A.500 of the Nevada Act shall have waived all such Dissenters’ Rights as a condition to the Closing of the Merger.
Dissenting Interests. Notwithstanding any provision of this Agreement to the contrary, each outstanding Company Common Stock, the holder of which has demanded and perfected such holder's right to dissent from the Merger and to be paid the fair value of such shares in accordance with Section 302A.471 of the Minnesota Act and, as of the Effective Time, has not effectively withdrawn or lost such dissenters' rights ("DISSENTING INTERESTS"), will not be converted into or represent a right to receive Parent Common Stock into which Company Common Stock are converted pursuant to Section 1.4 hereof, but the holder thereof will be entitled only to such rights as are granted by the Minnesota Act. Parent will cause the Company to make all payments to holders of Company Common Stock with respect to such demands in accordance with the Minnesota Act. The Company will give Parent (i) prompt written notice of any notice of intent to demand fair value for any Company Common Stock, withdrawals of such notices, and any other instruments served pursuant to the Minnesota Act and received by the Company, and (ii) the opportunity to conduct jointly all negotiations and proceedings with respect to demands for fair value for Company Common Stock under the Minnesota Act. The Company will not, except with the prior written consent of Parent or as otherwise required by law, voluntarily make any payment with respect to any demands for fair value for Company Common Stock or settle or offer to settle any such demands.
Dissenting Interests. There are no dissenters' rights of appraisal under Sections 1300 to 1313 of the California Corporations Code or otherwise, as all of the Company Shareholders are required to execute and deliver this Agreement as a condition of the Closing.
Dissenting Interests. (a) For purposes of this Agreement, “
Dissenting Interests. (a) No later than ten (10) days following the approval of the Merger by Company, Company shall provide each record holder of Company LLC Interests who shall not have voted in favor of this Agreement and the Merger or consented thereto in writing, with notice of the approval of the Merger and the transactions contemplated by this Agreement, notice of the Effective Time, and notice of such holder’s appraisal rights pursuant to Sections 17600 et. seq. of the California Code, together with a copy of Sections 17601-17605 of the California Code.
Dissenting Interests. Any Member of the Disappearing Companies who elects to exercise the rights of a dissenting member set forth in Section 17711.01 through 17711.14 of the RULLCA, shall be entitled to receive the fair market value of Exchanged Interests held by such Member, as determined in accordance with such Section of the RULLCA.
Dissenting Interests. As a condition to Closing, there shall be no dissenting COESfx Shareholders under the BCL which account for more than 5% of the issued and outstanding shares of COESfx immediately prior to the Effective Time.
Dissenting Interests. As a condition to Closing, there shall be no dissenting GeoVax Shareholders under the Georgia Act.
Dissenting Interests. Company Shareholders who have properly demanded and perfected such holder’s rights to dissent from the Merger and to be paid the fair value of such holder’s shares in accordance with Section 302A.471 of the Minnesota Act and who have not waived or otherwise consented to the Merger, shall be accorded all such Dissenters’ Rights as a condition to the Closing of the Merger.
