Common use of Dissenting Interests Clause in Contracts

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. Notwithstanding any provision For purposes of this Agreement to the contraryAgreement, including Section 2.8, “Dissenting Interests” mean any Company Interests issued and outstanding immediately prior to the Effective Time and held by a holder Person who has not voted such shares in favor of the adoption of this Agreement or consented thereto in writing and who the Merger, has properly exercised demanded appraisal rights for such shares in accordance with Act (Florida Law and has not effectively withdrawn or forfeited such demand for appraisal. Notwithstanding anything to the contrary contained herein, Dissenting 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 will not be converted into a right to receive a portion of the Merger Consideration, but instead shall be entitled Consideration unless such holder fails to only perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights as are granted by the Act; provided, however, that if, in accordance with Florida Law. If after the Effective Time, such holder fails to perfect, perfect or withdraws or loses such holder’s its right to dissent pursuant to the Act appraisal, or if a court of competent jurisdiction shall determine it is determined that such holder is does not entitled to the relief provided by the Acthave appraisal rights, such Interests shall interests will 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 merger consideration set forth in Section 2.8(b1.6(a), without interest thereon. The Target Company shall provide Holdings will give Parent prompt written notice of any demands received by the Target Company for appraisal of Company Interests, any withdrawal withdrawals of any such demand demands, and any other demand, notice or instrument delivered to the Target Company prior to the Effective Time pursuant to the Act instruments that relates relate to such demand, demands received by the Company. Parent and Holdings the Company shall have the opportunity and right to direct jointly participate in all negotiations and proceedings with respect to such demandsdemands except as limited by applicable Legal Requirements. The Target Neither Parent nor the Company shall give notice to Target Company Members of their right to dissent and such notice shall comply will, except with the Act. Except with the prior written consent of Holdingsthe other, the Target Company shall not make any payment with respect to, or settle or offer to settle, any such demands, unless and to the extent required to do so under applicable Legal Requirements.

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(b2.8(a), 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.