Dissenting Members. If members holding a majority of the shares other than those of the initiating member elect to purchase the initiating member’s shares, any member who did not consent to the election may give notice of dissent to the remaining other members. If a notice of dissent is given within 15 days after an election is made to purchase the initiating member’s shares, the dissenting member’s shares must be purchased by the other members. The purchase will be made at the same price and on the same terms as the purchase of the initiating member’s shares and will be closed at the same time as that purchase.
Dissenting Members. For the avoidance of doubt, no assets shall be transferred to any party pursuant to this Agreement in respect of the Ordinary Shares of any Shareholder who has validly dissented from the Scheme in writing pursuant to the provisions of section 111(2) of the Insolvency Act 1986.
Dissenting Members. Notwithstanding any provision of this Agreement to the contrary, to the extent that Members are entitled to appraisal rights under Chapter 608.4352 of the Florida Act, Membership Interest issued and outstanding immediately prior to the Effective Time with respect to which the holder thereof has properly exercised and perfected the right to dissent from the Merger and to be paid fair value in accordance with the Florida Act and as to which, as of the Effective Time, the holder thereof has not failed to timely perfect or shall have not effectively withdrawn or lost dissenters’ rights under the Florida Act (the “Dissenting Membership Interest”), shall not be exchanged into or represent a right to receive the Merger Consideration into which Membership Interest are exchanged pursuant to Section 1.3(a) hereof, but the holder thereof shall be entitled only to such rights as are granted by the Florida Act. Notwithstanding the immediately preceding sentence, if any Member who demands appraisal rights with respect to his, her or its Membership Interest under the Florida Act effectively withdraws or loses (through failure to perfect or otherwise) his, her or its appraisal rights, then as of the Effective Time or the occurrence of such event, whichever later occurs, such Member’s Membership Interest shall thereupon be deemed to have been exchanged as of the Effective Time into the right to receive the Merger Consideration as provided in Section 1.3(a) hereof, without interest thereon, and such Membership Interest shall no longer be Dissenting Membership Interest. At the Effective Time, any holder of Dissenting Membership Interest shall cease to have any rights with respect thereto, except the rights provided under the Florida Act and as provided in this Section 1.6. The Company shall give Parent (i) prompt written notice of any notice of intent to demand fair value for any Membership Interest, withdrawals of such notices, and any other instruments served pursuant to the Florida Act and received by the Company, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for fair value of Membership Interest under the Florida Act. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for fair value of Membership Interest or offer to settle or settle any such demands.
Dissenting Members. If Members who hold a majority of the ownership interests other than that of the Initiating Member elect to purchase the Initiating Member’s interest, any Member who objects Operating Agreement (OGSC2, LLC) 15 to the purchase may give notice of dissent to the remaining other Members. If a notice of dissent is given within thirty (30) days after an election to purchase the Initiating Member’s interest is made, the dissenting Member’s ownership interest must be purchased at the same time, at the same price, and on the same terms as the purchase of the Initiating Member’s interest.
Dissenting Members. Any Company Membership Units that are issued and outstanding immediately prior to the Effective Time and that are held by a member who properly exercised dissenters' rights (the "Dissenting Units") under the Georgia LLCA will not be converted into the right to receive the Merger Consideration unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder's right to appraisal under the Georgia LLCA. Any such holder of Dissenting Units shall be entitled only to receive the value of such Company Membership Units in cash as determined in accordance with the Georgia LLCA upon surrender of the certificate or certificates representing such Dissenting Units. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost their dissenters' rights, then as of the occurrence of such event, each Company Membership Unit held by such holder shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Merger Consideration and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02
(a) The Company shall give Buyer (i) prompt notice of any notice or demand for dissenters' rights received by the Company and (ii) the right to participate in all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Buyer, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.
Dissenting Members. Any member of the Surviving Company who does not vote in favor of the Merger and asserts such member’s dissenter’s rights in accordance with the provisions of Section 14-11-1004 of the Georgia Business Corporation Code and who complies with the provisions thereof, shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of law; provided, however, that no such payment shall be made to any dissenting member unless and until such dissenting member has complied with the applicable provisions of Georgia law. In the event that, after the Effective Time, a dissenting member of the Surviving Company fails to perfect, or effectively withdraws or loses, such member’s right to appraisal and of payment for such
Dissenting Members. If the plan of merger contemplated hereby is effected, shareholders of IPO dissenting from the offer of exchange, provided they comply with the provisions of Title 7 of Colorado Statutes, Sections 0-000-000, et. seq., shall be paid the fair value of their interests. If any such dissenting shareholder shall effectively withdraw or lose (through failure to perfect or otherwise) the right to dissent, then, on the effective date, such holder's shares shall be automatically converted into and represent only the right to receive the shares of PFR common stock to which such dissenting shareholder is entitled to under this Agreement. If any dissenting shareholder is entitled to a cash payment, such payment shall be made by IPO. The method of determining such "fair value" shall be as follows:
A. The "book value" of IPO shall be calculated by subtracting the liabilities of each entity from its respective assets as of the effective date of the proposed merger;
B. Said book value shall be divided by the number of common shares outstanding in IPO; and
C. The resulting figure, multiplied by actual number of shares held by the dissenting shareholder, shall constitute "fair value."
Dissenting Members. Notwithstanding any provision in this Agreement to the contrary, membership interests issued and outstanding immediately prior to the Effective Time and held by a Member who has not voted in favor of adoption of this agreement or consented thereto in writing and who has properly exercised dissenters’ rights of such membership interests in accordance with Article 11 of the CLLA (such members, the “Dissenting Members” until such time as such member loses his or her dissenters’ rights under the CLLA with respect to such membership interests) shall not be converted into a right to receive the Merger Consideration, without interest thereon, upon delivery of the certificate formerly representing such interest or transfer of the book-entry interest, as the case may be. The Company and the Members’ Representative will provide Buyer prompt written notice of any demands received by the Company for the appraisal of membership interests, any withdrawal of such demand, and any other demand, notice or instrument delivered to the Company prior to the Effective Time, and the Buyer will have the right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of the Buyer, the Company will not make any payment with respect to, or settle or offer to settle, any such demands.
Dissenting Members. Notwithstanding anything in this Agreement to the contrary, in the event that dissenters' rights are available in connection with the Merger pursuant to the FLLCA, each membership interest of Bradley immediately prior to the Effective Time and held by a member xxx xxs not voted in favor of the Merger and this Agreement and who complies with all of the relevant provisions of the FLLCA for the exercise of dissenters' rights shall not be convertible into or exchangeable for the right to receive the Merger Consideration. If such member fails to perfect or effectively withdraws or loses such dissenters' rights, such holder's membership interests shall thereupon be deemed to have been converted into and exchangeable for the right to receive, as of the Effective Time, the Merger Consideration.
Dissenting Members. Notwithstanding anything to the contrary contained in this Agreement, any issued and outstanding Membership Interests held by persons who object to the Merger and comply with Sections 17711.01-17711.14 of the LLCA and any other applicable provision of the LLCA as in effect at the Effective Time of the Merger concerning the right of members of Gold Flora LLC to dissent from the Merger and demand payment of the fair value of their Membership Interests (the “Dissenting Members”) shall not be converted as described above, but shall become the right to receive such consideration as may be determined to be due to such Dissenting Member pursuant to Sections 17711.01-17711.14 of the LLCA.
