Dissenting Shareholder. Any holder of Class A Shares or Class B Shares who perfects such holder’s appraisal rights in accordance with and as contemplated by Sections 1571 through 1580 of the PBCL (such holder, a “Dissenting Shareholder”) will be entitled to receive from Parent, in lieu of such Dissenting Shareholder’s portion of the Merger Consideration allocated to such Dissenting Shareholder in accordance with Section 2.6(b), the value of such Company Shares as to which dissenters’ rights have been perfected (such Company Shares, the “Dissenting Shares”), in each case, in cash as determined pursuant to such provision of the PBCL; provided that no such payment will be made to any Dissenting Shareholder unless and until such Dissenting Shareholder has complied with all applicable provisions of the PBCL, and surrendered to Parent the certificate or certificates representing the Class A Shares or Class B Shares (as applicable) for which payment is being made. In the event that after the Effective Time, such Dissenting Shareholder fails to perfect, or effectively withdraws or loses, such Dissenting Shareholder’s right to appraisal of and payment for such Dissenting Shareholder’s Dissenting Shares, each of such Dissenting Shareholder’s Dissenting Shares, as the case may be, will thereupon be treated as though such Class A Shares or Class B Shares had been converted into the right to receive a portion of the Merger Consideration pursuant to Section 2.6(b). The Company will give prompt notice to Parent of any demands received by the Company for appraisal of any Class A Shares or Class B Shares, and Parent will have the right to participate in and direct all negotiations and Proceedings with respect to such demands. Prior to the Effective Time, the Company will 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 Shareholder. 1.6(g) Dissenting Shares......................................................1.6(g) Effective Time............................................................1.2 Election............................................................1.6(a)(2) Environmental Laws.................................................2.15(a)(i) ERISA.................................................................2.17(a)
Dissenting Shareholder. Section 2.10
Dissenting Shareholder. Dissenting Shareholder" has the meaning set forth in Section 2.6(i)(ii).
Dissenting Shareholder. 9 3.4. Stated Capital........................................10 3.5 Procedures for Payment of Shares......................10 3.6
Dissenting Shareholder. 1.6(c) Effective Time..................................... 1.2
Dissenting Shareholder. “Dissenting Shareholder” shall have the meaning set forth in Section 2.6 of this Agreement.
Dissenting Shareholder. Notwithstanding the provisions of Section 5 hereof, any outstanding shares of LIPH stock held by a shareholder who shall have elected to dissent from the Merger and who shall have exercised and perfected appraisal rights with respect to such shares in accordance with Section 623 of the New York Business Corporation Law (a "Dissenting Shareholder") shall not be converted into Membership Interests as a result of the Merger, but Dissenting Shareholders shall be entitled to receive in lieu thereof only such consideration as shall be provided by Section 623.
Dissenting Shareholder. Any holder of Biodiesel Shares or Gury Shares who has made and perfected a demand for payment of the value of said shares in accordance with all applicable dissenters' or appraisal rights statutes, as applicable, and who has not effectively withdrawn or lost the right to such payment.
Dissenting Shareholder. Notwithstanding anything in this Agreement to the contrary, ZIM Technologies Shares, in respect of which a Dissenting Shareholder shall dissent shall not, at the Effective Date, be converted into ZIM Corporation Shares as provided in Sections 4.01 and 4.02 hereof, and no ZIM Corporation Shares shall be issued to such Dissenting Shareholder, as provided in Sections 4.01 and 4.02 hereof; provided however, that in the event that a Dissenting Shareholder who has exercised the right of dissent under section 190 of the Act fails to perfect or withdraws or forfeits his or her right to make a claim under section 190 of the Act or his or her rights as a shareholder are otherwise reinstated such shareholder's ZIM Technologies Shares shall thereupon be deemed to have been exchanged as at the Effective Date into ZIM Corporation Shares as provided in Sections 4.01 and 4.02 hereof, and ZIM Corporation shall be deemed to have issued to such shareholder as at the Effective Date ZIM Corporation Shares as provided in Sections 4.01 and 4.02 hereof.
