Exercise of Dissenter's Rights. ARO shall not have received notice of any written demand for appraisal and there shall not be instituted or pending any action, pursuant to Section 262 of the DGCL, by a Dissenting Stockholder demanding appraisal of his shares of Common Stock or Preferred Stock.
Exercise of Dissenter's Rights. The aggregate amount of cash that will be required to be paid to the former stockholders of the Corporate Predecessor Companies who validly exercise and perfect "dissenter's rights" with respect to any applicable Subsidiary Merger under the laws of the jurisdiction in which any such Corporate Predecessor Company shall be incorporated (or who have voted against an applicable Subsidiary Merger and have taken the necessary steps to perfect "dissenter's rights" and are entitled to perfect "dissenter's rights" after the Closing by taking additional actions in accordance with applicable law), assuming that each such dissenting stockholder would be entitled to receive cash in exchange for each dissenting share of a Corporate Predecessor Company equal to the gross price to the public (before the deduction of underwriting discounts) of each of the IPO Shares multiplied by the exchange ratio provided in Article III for each dissenting share shall not exceed 10% of the amount of the net cash proceeds expected to be realized by the Holding Company pursuant to the IPO.
Exercise of Dissenter's Rights. At the Closing Date, there shall not exist any reason for Surety Bank to believe that statutory rights, if any, of appraisal and payment for stock will be exercised upon consummation of the Merger by holders of more than twelve percent (12%) of the outstanding shares of TexStar Common Stock pursuant to 12 U.S.C. 215(a).
Exercise of Dissenter's Rights. The Reorganization may be abandoned any time prior to the Effective Time by either MI or FM, if either of their respective Boards of Directors determines that in light of the potential liability that might result from the exercise of dissenters' rights under Section 1300 et seq. of the California Corporations Code, the Reorganization would be impracticable, undesirable or not in the best interests of the their respective shareholders.
Exercise of Dissenter's Rights. Holders of not more than five percent (5%) of the issued and outstanding Company Common Shares on an aggregate basis shall have properly demanded appraisal under any appraisal or other “dissenters’ rights” statute applicable to the Contemplated Transactions.
Exercise of Dissenter's Rights. Jasc Stockholders holding less than two percent (2%) of the issued and outstanding Jasc Shares will have exercised appraisal or dissenters' rights in accordance with the provisions of Minnesota Law.
Exercise of Dissenter's Rights. Not more than ten percent (10%) of the GFH Preferred Shares shall have satisfied the conditions under Section 55-13-21(a) of the North Carolina Business Corporation Act and no GFH Preferred Shares owned by officers, directors, employees or affiliates of GFH shall have satisfied the conditions under Section 55-13-21(a) of the North Carolina Business Corporation Act.
Exercise of Dissenter's Rights. The holders of not more than five percent of the Fully Diluted Shares shall have demanded pursuant to Section 1301 of the General Corporation Law of the State of California that the Company purchase the shares of Company Capital Stock held thereby at fair market value;
Exercise of Dissenter's Rights. Holders of no more than one percent of the issued and outstanding shares of America shall have given notice of their intention to receive payment in cash pursuant to their dissenter's rights. In the event that more than one percent of the issued and outstanding shares give such notice, World House may waive the condition and proceed with the Merger.
Exercise of Dissenter's Rights. The aggregate number of shares of ----------------------------- First Xxxxxx Stock as to which cash is required to be paid as the result of the exercise of any dissenters rights pursuant to the Act, when coupled with any other shares of Bancshares Stock and First Xxxxxx Stock deemed tainted for "pooling-of-interest" purposes, shall not exceed 10% of the total number of shares of First Xxxxxx Stock outstanding at the date of this Agreement or at the Effective Time.
