Dissenting Stock. Notwithstanding anything in this Agreement to the contrary but only to the extent required by DGCL, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of Common Stock who comply with all the provisions of Delaware law concerning the right of holders of Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock ("Dissenting Shareholders") shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant to the laws of the State of Delaware; PROVIDED, HOWEVER, that (i) if any Dissenting Shareholder shall subsequently deliver a written withdrawal of his or her demand for appraisal (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or (ii) if any Dissenting Shareholder fails to establish and perfect his or her entitlement to appraisal rights as provided by applicable law, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal of such shares and such shares shall thereupon be deemed to have been converted into the right to receive, as of the Effective Time, the Merger Consideration, without interest. The Corporation shall give Parent and Sub (A) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other related instruments received by the Corporation, and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal. The Corporation will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any demand.
Dissenting Stock. 12 Section 3.4
Dissenting Stock. Holders of no more than 5% of the outstanding shares of Highland Common Stock shall have given notice requesting that their shares of Highland Common Stock be treated as Dissenting Stock.
Dissenting Stock. 10 ARTICLE V
Dissenting Stock. 15 Section 3.4 Surrender of Certificates.................................15 Section 3.5 Payment...................................................16 Section 3.6
Dissenting Stock. Notwithstanding any provision of this Agreement to the contrary, shares of the Energy Venture Stock with respect to which appraisal rights have been demanded and perfected in accordance with Section 262(d) of the Delaware Law (the "Dissenting Stock") shall not be converted into the right to receive the ABC Stock as provided in Section 2.1 hereof at or after the Effective Date, and the holder thereof shall be entitled only to such rights as are granted by the Nevada Law. Notwithstanding anything set forth in the preceding sentence, if any holder of shares of the Energy Venture Stock who demands appraisal of such shares under the Delaware Law shall effectively withdraw his or her demand for such appraisal (in accordance with Section 262(k) of the Delaware Law) or becomes ineligible for such appraisal (through failure to perfect or otherwise) then, as of the Effective Date or the occurrence of such event, whichever is the last to occur, such holder's Dissenting Stock shall cease to be Dissenting Stock and shall be converted into and represent the right to receive the ABC Stock as provided in Section 2.1(a).
Dissenting Stock. 7 Section 2.4 Surrender of Certificates.................................... 8 Section 2.5 Payment...................................................... 9 Section 2.6 No Further Rights of Transfers............................... 9 Section 2.7 Stock Option and Other Plans...............................
Dissenting Stock. 6 DOL...........................................................................19
Dissenting Stock. (a) Notwithstanding any provision of this Agreement to the contrary, shares of Common Stock issued and outstanding immediately before the Effective Time that are held by any Shareholder who is entitled to demand and properly demands appraisal of such shares (collectively, the “Dissenting Stock”) pursuant to, and who complies with, the provisions of Subchapter H of Chapter 10 of the TBOC (“Subchapter H”) will not be converted into the right to receive the consideration as provided in Section 1.02 but instead such Shareholder will be entitled to payment of the fair value of such shares in accordance with the provisions of Subchapter H. At the Effective Time, the Dissenting Stock will no longer be outstanding and will automatically be canceled and will cease to exist, and each holder of Dissenting Stock will cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Subchapter H. Notwithstanding any provision herein to the contrary, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Subchapter H, or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Subchapter H, then the right of such holder to be paid the fair value of such holder’s shares of Common Stock under Subchapter H will cease and such shares will be deemed to have been converted at the Effective Time into, and will have become, the right to receive the consideration as provided in Section 1.02.
(b) The Company shall give prompt notice to the Purchaser of any demands for appraisal of any shares of Common Stock, withdrawals of such demands and any other instruments served pursuant to the TBOC received by the Company, and the Purchaser will have the right to participate in all negotiations and proceedings with respect to such demands.
Dissenting Stock. Notwithstanding anything in this Agreement to the contrary, any Stockholder that is entitled to demand, and properly demands, appraisal of its Holdings Shares pursuant to, and complies in all respects with, Section 262 of the DGCL shall not be converted into the right to receive the Merger Consideration, but instead shall be entitled to such rights (but only such rights) as are granted by Section 262 of the DGCL. If any Dissenting Stockholder shall fail to perfect or shall have effectively waived, withdrawn or lost the right to dissent, Holdings Shares held by such Dissenting Stockholder shall thereupon be treated as though such Holdings Shares had been converted into the Merger Consideration pursuant to this Article II.
