Dissenting Rights. Any shareholder of Acquired Corporation who ----------------- shall not have voted in favor of this Agreement and who has complied with the applicable procedures set forth in the DGCL, relating to rights of dissenting shareholders, shall be entitled to receive payment for the fair value of his Acquired Corporation Stock. If after the Effective Date a dissenting shareholder of Acquired Corporation fails to perfect, or effectively withdraws or loses his right to appraisal and payment for his shares of Acquired Corporation Stock, BancGroup shall issue and deliver the consideration to which such holder of shares of Acquired Corporation Stock is entitled under Section 3.1 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Acquired Corporation Stock held by him or her.
Dissenting Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Shares”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by a holder who has not voted to adopt this Agreement or assented thereto in writing and has the right to demand and has properly demanded payment of the fair value of such shares by filing a written notice of such holder’s election to dissent from the Merger in accordance with Section 623 of the NYBCL (“Section 623”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Shares shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 623 and Section 910 of the NYBCL (“Section 910”); provided, however, that if any such holder fails to perfect or otherwise waives, withdraws or loses the right to dissent under Section 623 and Section 910, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been canceled, extinguished and converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, the Per Share Merger Consideration as provided in Section 2.01(c), without interest thereon. The Company shall serve prompt written notice to Parent of any demands received by the Company for dissenting of any shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the NYBCL that relates to such demand, 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.
Dissenting Rights. Each Shareholder agrees, to the fullest extent permitted by law, not to exercise any rights of appraisal or rights of dissent that may be available to the Shareholder under applicable Law in connection with the transactions contemplated by the Purchase Agreement.
Dissenting Rights. Any shareholder of Trinity who shall not have voted in favor of this Agreement and who has complied with the applicable procedures set forth in the ABCL, relating to rights of dissenting shareholders, shall be entitled to receive payment for the fair value of the Trinity Common Stock held by such shareholder. If after the Effective Date, a dissenting shareholder of Trinity fails to perfect, or effectively withdraws or loses his right to appraisal and payment for his shares of Trinity Common Stock, River Financial shall issue and deliver the Merger Consideration to which such holder of shares of Trinity Common Stock is entitled under Section 3.1 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Trinity Common Stock held by him or her.
Dissenting Rights. (i) Dissenting Shares shall not be converted into the right to receive the applicable Merger Consideration as provided herein, unless and until such holder fails to perfect or withdraws or otherwise loses his right to dissent under Sections 92A.300 to 92A.500 of the NGCL, but the holder thereof shall only be entitled to such rights as are granted by the NGCL and, from and after the Effective Time, shall not be entitled to vote or to exercise any other rights of a shareholder of the Company OR Parent except if expressly provided by the NGCL.
(ii) Each holder of Dissenting Shares who becomes entitled to payment therefor pursuant to the NGCL shall receive such payment from the Parent in accordance with the NGCL. If, after the Effective Time, any such holder fails to perfect or withdraws or loses his right to dissent, such holder's Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the applicable Merger Consideration, if any, to which such holder is entitled, without interest or dividends thereon.
(iii) The Company shall give Parent prompt written notice of any notices of intent to demand payment received by the Company, withdrawals of such demands, and any other instrument served pursuant to the NGCL and received by Company. Parent shall be entitled to direct all negotiations and proceedings with respect to demands for appraisal under the NGCL.
Dissenting Rights. 3 ARTICLE 4 -- REPRESENTATIONS, WARRANTIES AND COVENANTS OF WARRIOR
Dissenting Rights. Any shareholder of East Alabama, or SSB, as applicable, who shall not have voted in favor of this Agreement and who has complied with the applicable procedures set forth in the ABCL, relating to rights of dissenting shareholders, shall be entitled to receive payment for the fair value of the East Alabama Common Stock, or SSB Common Stock, as applicable, held by such shareholder. If after the Effective Date, a dissenting shareholder of East Alabama or SSB fails to perfect, or effectively withdraws or loses his right to appraisal and payment for his shares of East Alabama Common Stock, or SSB Common Stock, as applicable, SSB shall issue and deliver the Merger Consideration to which such holder of shares of East Alabama Common Stock is entitled under Section 3.1 (without interest) upon surrender by such holder of the certificate or certificates representing shares of East Alabama Common Stock held by him or her.
Dissenting Rights. 3.1 Notwithstanding anything in this Agreement to the contrary, shares of Boomxxxxxxx'x xxxmon stock that are issued and outstanding immediately prior to the Effective Date and that are held by stockholders who have not voted such shares in favor of the Merger and who have delivered a written demand for appraisal of such shares in the manner provided in Georgia Code Section 14-2-1301 et. seq. ("Dissenting Shares") shall have no right to receive any cash payment or other consideration based upon the applicable exchange rate unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder's right to appraisal and payment under Georgia Code Section 14-2-1301 et. seq. If such holder shall have so failed to perfect, or shall have effectively withdrawn or lost such right, such holder's shares of Boomxxxxxxx'x xxxmon stock shall thereupon be deemed to have been cancelled and converted as described in Section 2 at the Effective Date, and each such share shall represent the right to receive the appropriate cash payment based upon the applicable exchange rate. Boomxxxxxxx xxxll give Sunbelt prompt notice of any demands received by Boomxxxxxxx xxx appraisal of its shares.
Dissenting Rights. Any shareholder of Bancshares who shall not have voted in favor of this Agreement and who has complied with the applicable procedures set forth in the ABCA, relating to rights of dissenting shareholders, shall be entitled to receive payment for the fair value of his Bancshares Stock. If after the Effective Date a dissenting shareholder of Bancshares fails to perfect, or effectively withdraws or loses his right to appraisal and payment for his shares of Bancshares Stock, Warrior shall pay and deliver the Merger Consideration to which such holder of shares of Bancshares Stock is entitled under Section 3.1 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Bancshares Stock held by him or her.
Dissenting Rights. Each of the Stockholders agrees to vote his shares of Control Stock in favor of the Merger, and therefore, Control represents and warrants that there will be no exercise of dissenters rights under Section 1930 of the PBCL.
