Common use of Dissenting Shareholders Clause in Contracts

Dissenting Shareholders. Any holder of shares of ONSB Common Stock who perfects such holder's dissenters' rights of appraisal in accordance with and as contemplated by Article 13 of the NCBCA 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 shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the NCBCA and surrendered to the Surviving Bank the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of ONSB fails to perfect, or effectively withdraws or loses, such holder's right to appraisal and of payment for such holder's shares, LSB shall issue and deliver the consideration to which such holder of shares of ONSB Common Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of ONSB Common Stock held by such holder. ONSB will establish an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving Bank.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization and Merger (LSB Bancshares Inc /Nc/), Agreement and Plan of Reorganization and Merger (LSB Bancshares Inc /Nc/)

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Dissenting Shareholders. Any holder of shares of ONSB Target Common Stock who perfects such holder's dissenters' rights of appraisal in accordance with and as contemplated by Article 13 Sections 14-2-1301 et seq. of the NCBCA GBCC shall be entitled to receive from the Surviving Corporation 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 shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the NCBCA GBCC and surrendered to the Surviving Bank Target the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of ONSB Target fails to perfect, or effectively withdraws or loses, such holder's right to appraisal of and of payment for such holder's shares, LSB Buyer or the Surviving Corporation shall issue and deliver the consideration to which such holder of shares of ONSB Target Common Stock is entitled under this Article 3 ARTICLE 4. (without interest) upon surrender by such holder of the certificate or certificates representing the shares of ONSB Target Common Stock held by such holder. ONSB If and to the extent required by applicable Law, the Surviving Corporation will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving BankCorporation.

Appears in 1 contract

Samples: Merger Agreement (Duck Head Apparel Co Inc)

Dissenting Shareholders. Any holder of shares of ONSB Xxxxx Common Stock who perfects such holder's his dissenters' rights of appraisal in accordance with and as contemplated by Article 13 13, Part 2 of Title 14 of the NCBCA GBCC 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 shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the NCBCA GBCC and surrendered to the Surviving Bank Xxxxx the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of ONSB Xxxxx fails to perfect, or effectively withdraws or loses, such holder's his right to appraisal and of payment for such holder's his shares, LSB Savannah shall issue and deliver the consideration to which such holder of shares of ONSB Xxxxx Common Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of ONSB Xxxxx Common Stock held by such holderhim. ONSB If and to the extent required by applicable Xxx, Xxxxx will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving BankCorporation.

Appears in 1 contract

Samples: Merger Agreement (Bryan Bancorp of Georgia Inc)

Dissenting Shareholders. Any holder of shares of ONSB Icon Common ----------------------- Stock who perfects such holder's his dissenters' rights of appraisal in accordance with and as contemplated by Article 13 Section 14-2-1302 of the NCBCA GBCC 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 shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the NCBCA GBCC and surrendered to the Surviving Bank Icon the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of ONSB Icon fails to perfect, or effectively withdraws or loses, such holder's his right to appraisal and of payment for such holder's his shares, LSB Acsys shall issue and deliver the consideration to which such holder of shares of ONSB Icon Common Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of ONSB Icon Common Stock held by such holderhim. ONSB If and to the extent required by applicable Law, Icon will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving BankCorporation. Each of the Shareholders agrees that it will not seek to assert dissenters' rights to which such Shareholder otherwise would be entitled.

Appears in 1 contract

Samples: Merger Agreement (Acsys Inc)

Dissenting Shareholders. Any holder of shares of ONSB Company Common Stock who perfects such holder's dissenters' rights of appraisal in accordance with and as contemplated by Article 13 Section 14-2-1302 of the NCBCA GBCC shall be entitled to receive from the Surviving Corporation 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 shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the NCBCA GBCC and surrendered to the Surviving Bank Company the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of ONSB the Company fails to perfect, or effectively withdraws or loses, such holder's right to appraisal of and of payment for such holder's shares, LSB the Surviving Corporation shall issue and deliver the consideration to which such holder of shares of ONSB Company Common Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing the shares of ONSB Company Common Stock held by such holder. ONSB If and to the extent required by applicable Law, the Surviving Corporation will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed escrow amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving BankCorporation.

Appears in 1 contract

Samples: Merger Agreement (Ahl Services Inc)

Dissenting Shareholders. Any holder of shares of ONSB ABBEVILLE Common Stock who perfects such holder's his dissenters' rights of appraisal in accordance with and as contemplated by Chapter 13, Article 13 2, of Title 33 of the NCBCA SCBCA, shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Lawlaw; provided, however, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the NCBCA SCBCA and surrendered to FLAG the Surviving Bank the certificate certificates or certificates representing the shares for which payment is being made. In the event that after the Effective Time Time, a dissenting shareholder of ONSB ABBEVILLE fails to perfect, or effectively withdraws or loses, such holder's his right to appraisal of and of payment for such holder's his shares, LSB FLAG shall issue and deliver the consideration to which such holder of shares of ONSB ABBEVILLE Common Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of ONSB ABBEVILLE Common Stock held by such holderhim. ONSB If and to the extent required by applicable Law, ABBEVILLE will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving BankFLAG.

Appears in 1 contract

Samples: Merger Agreement (Flag Financial Corp)

Dissenting Shareholders. Any holder of shares of ONSB HEART OF GEORGIA Common Stock who perfects such holder's his dissenters' rights of appraisal in accordance with and as contemplated by Article 13 13, Part 2 of Title 14 of the NCBCA GBCC, shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Lawlaw; provided, however, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the NCBCA GBCC and surrendered to FLAG the Surviving Bank the certificate certificates or certificates representing the shares for which payment is being made. In the event that after the Effective Time Time, a dissenting shareholder of ONSB HEART OF GEORGIA fails to perfect, or effectively withdraws or loses, such holder's his right to appraisal of and of payment for such holder's his shares, LSB FLAG shall issue and deliver the consideration to which such holder of shares of ONSB HEART OF GEORGIA Common Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of ONSB HEART OF GEORGIA Common Stock held by such holderhim. ONSB If and to the extent required by applicable Law, HEART OF GEORGIA will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving BankFLAG.

Appears in 1 contract

Samples: Merger Agreement (Flag Financial Corp)

Dissenting Shareholders. Any holder of shares of ONSB Common Stock Shareholder who perfects such holder's his ----------------------- dissenters' rights of appraisal in accordance with and as contemplated by Article 13 Section 14-2-1301 et. seq. of the NCBCA GBCC shall be entitled to receive the value of such shares of Company Capital Stock held by such Shareholder in cash as determined pursuant to such provision of Law; provided, however, that no such payment shall be made to any dissenting shareholder Shareholder unless and until such dissenting shareholder Shareholder has complied with the applicable provisions of the NCBCA GBCC and surrendered to the Surviving Bank Company the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of ONSB Shareholder fails to perfect, or effectively withdraws or loses, such holder's his right to appraisal and of payment for such holder's shareshis shares of Company Capital Stock, LSB Acquiror shall issue and deliver the consideration to which such holder of shares of ONSB Common Stock Shareholder is otherwise entitled (as if he had never dissented) under this Article 3 (without interest) upon surrender by such holder Shareholder of the certificate or certificates representing shares of ONSB Common Company Capital Stock held by such holderhim. ONSB If and to the extent required by applicable Law, Company will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholdersShareholders. Upon satisfaction of all claims of dissenting shareholdersShareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving BankCorporation. Each of the Shareholders agrees that it will not seek to assert dissenters' rights to which such Shareholder otherwise would be entitled.

Appears in 1 contract

Samples: Merger Agreement (Mohawk Industries Inc)

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Dissenting Shareholders. Any holder of shares of ONSB Common Target Capital Stock who perfects such holder's ’s dissenters' rights of appraisal in accordance with and as contemplated by Article 13 Section 1300(b) of the NCBCA CGCL shall be entitled to receive from the Surviving Corporation 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 shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the NCBCA CGCL and surrendered to the Surviving Bank Target the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of ONSB Target fails to perfect, or effectively withdraws or loses, such holder's ’s right to appraisal of and of payment for such holder's ’s shares, LSB Buyer shall issue and deliver the consideration to which such holder of shares of ONSB Common Target Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing the shares of ONSB Common Target Capital Stock held by such holder. ONSB If and to the extent required by applicable Law, the Surviving Corporation will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving BankCorporation.

Appears in 1 contract

Samples: Merger Agreement (Vicon Industries Inc /Ny/)

Dissenting Shareholders. Any holder of shares of ONSB THOMASTON FEDERAL Common Stock who perfects such holder's his dissenters' rights of appraisal in accordance with and as contemplated by Article 13 Section 552.14 of the NCBCA OTS regulations, shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Lawregulations; provided, however, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the NCBCA OTS regulations and surrendered to FLAG the Surviving Bank the certificate certificates or certificates representing the shares for which payment is being made. In the event that after the Effective Time Time, a dissenting shareholder of ONSB THOMASTON FEDERAL fails to perfect, or effectively withdraws or loses, such holder's his right to appraisal of and of payment for such holder's his shares, LSB FLAG shall issue and deliver the consideration to which such holder of shares of ONSB THOMASTON FEDERAL Common Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of ONSB THOMASTON FEDERAL Common Stock held by such holderhim. ONSB If and to the extent required by applicable Law, THOMASTON FEDERAL will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving BankFLAG.

Appears in 1 contract

Samples: Merger Agreement (Flag Financial Corp)

Dissenting Shareholders. Any holder of shares of ONSB First Deposit Common ----------------------- Stock who perfects such holder's his dissenters' rights of appraisal in accordance with and as contemplated by Article 13 13, Part 2 of Title 14 of the NCBCA GBCC, shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Lawlaw; provided, however, that no such payment shall be made to any dissenting shareholder -------- unless and until such dissenting shareholder has complied with the applicable provisions of the NCBCA GBCC and surrendered to CFB the Surviving Bank the certificate certificates or certificates representing the shares for which payment is being made. In the event that after the Effective Time Time, a dissenting shareholder of ONSB First Deposit fails to perfect, or effectively withdraws or loses, such holder's his right to appraisal of and of payment for such holder's his shares, LSB CFB shall issue and deliver the consideration to which such holder of shares of ONSB First Deposit Common Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of ONSB First Deposit Common Stock held by such holderhim. ONSB If and to the extent required by applicable Law, First Deposit will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving BankCFB.

Appears in 1 contract

Samples: Merger Agreement (First Deposit Bancshares Inc)

Dissenting Shareholders. Any holder of shares of ONSB First Deposit Common Stock who perfects such holder's his dissenters' rights of appraisal in accordance with and as contemplated by Article 13 13, Part 2 of Title 14 of the NCBCA GBCC, shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Lawlaw; provided, however, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the NCBCA GBCC and surrendered to CFB the Surviving Bank the certificate certificates or certificates representing the shares for which payment is being made. In the event that after the Effective Time Time, a dissenting shareholder of ONSB First Deposit fails to perfect, or effectively withdraws or loses, such holder's his right to appraisal of and of payment for such holder's his shares, LSB CFB shall issue and deliver the consideration to which such holder of shares of ONSB First Deposit Common Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of ONSB First Deposit Common Stock held by such holderhim. ONSB If and to the extent required by applicable Law, First Deposit will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving BankCFB.

Appears in 1 contract

Samples: Merger Agreement (Community First Banking Co)

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