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 FBCA relating to rights of dissenting shareholders, shall be entitled to receive payment for the fair value of his/her/its Acquired Corporation stock. If, after the Effective Date, a dissenting shareholder of Acquired Corporation fails to perfect, or effectively withdraws or loses, his/her/its right to appraisal and payment for his shares of Acquired Corporation Stock is entitled under Section 2.1 (without interest) upon surrender of such holder of the certificate or certificates representing shares of Acquired Corporation Stock held by him/her/it.
Dissenting Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who have not voted in favor of or consented to the Merger and who shall have delivered a written demand for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and shall not have failed to perfect or shall not have effectively withdrawn or lost their rights to appraisal and payment under the DGCL (the "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration or the Stock Consideration, but shall be entitled to receive the consideration as shall be determined pursuant to Section 262 of the DGCL; provided, however, that, if any such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, such holder's shares of Company Common Stock shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration (less the Management Note Amount related to such Seller, if applicable) as set forth in Section 2.7 of this Agreement, without interest thereon, or the Stock Consideration. The Company shall give prompt notice to Buyer of any demands received by the Company for appraisal of Shares, and Buyer shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Buyer, make any payment with respect to, or settle or offer to settle, any such demands.
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 1.9 Issuance of MAXIMUS Certificates................................3
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.
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. 4 1.10 Issuance of Maximus Certificates...............................................................4 1.11
Dissenting Rights. The Stockholder agrees to vote her Carrera Stock in favor of the Merger, and therefore, Carrera represents and warrants that there will be no exercise of dissenter rights under Title 1, Chapter 13 of the CGCL.
Dissenting Rights. 3 2.9 The Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.10
Dissenting Rights. If holders of IntelliLink Common Stock are entitled to dissenters rights in connection with the Merger, any IntelliLink Dissenting Shares shall not be converted into a right to receive Puma Common Stock but shall be converted into the right to receive such consideration as may be determined to be due with respect to such IntelliLink Dissenting Shares pursuant to the laws of the State of New Hampshire. IntelliLink shall give Puma prompt notice of any demand received by IntelliLink for appraisal of IntelliLink Common Stock, and IntelliLink shall have the right to control all negotiations and proceedings with respect to such demand, provided that Puma shall have the right to participate in all such negotiations and proceedings. In the event of legal obligation, after the Effective Time of the Merger, to deliver a right to receive Puma Common Stock to a holder of shares of IntelliLink Common Stock who shall have failed to make an effective demand for appraisal or shall have lost his status as a dissenting Shareholder, Puma shall deliver, upon surrender by such dissenting Shareholder of his certificate or certificates representing shares of IntelliLink Common Stock, as applicable, the Puma Common Stock to which such Dissenting Shareholder is then entitled under this Section 2.8 and the Agreement of Merger.
