Rights of Dissenting Shareholders. Each Party is the entity responsible for the rights of its own dissenting shareholders, if any.
Rights of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, shares of Bank Stock which are held by any record holder who (a) does not vote in favor of the Share Exchange or consent thereto in writing and who gives timely written notice to the Holding Company of intent to demand payment in accordance with Section 55-13-21 of the NCBCA; (b) who demands payment and deposits share certificates in accordance with Section 55-13-23 of the NCBCA; and (c) who otherwise perfects rights of appraisal under Article 13 of the NCBCA (the "Dissenting Shares") shall not be exchanged for the Exchange Consideration but shall become the right to receive such consideration as may be determined pursuant to Article 13 of the NCBCA. However, any holder of Dissenting Shares who fails to perfect or withdraws or loses his or her rights to appraisal of such Dissenting Shares under the NCBCA shall forfeit the right to appraisal of such Dissenting Shares, and such Dissenting Shares shall be deemed to have been exchanged, as of the Effective Time, for the Exchange Consideration. Any such payments to the holders of Dissenting Shares shall be paid from funds of the Bank, and not from funds of the Holding Company. Notwithstanding anything to the contrary contained in this Section 3, if (i) the Share Exchange is rescinded or abandoned or (ii) if the Shareholders revoke the authority to effect the Share Exchange, then the right of any Shareholder to be paid the fair value of such Shareholder's Dissenting Shares shall cease.
Rights of Dissenting Shareholders. Any Shareholder who has not voted for the Exchange at the meeting of Shareholders called to consider the Exchange, and who has given notice in writing at or prior to such meeting that he or she dissents from the Exchange, and who complies with the provisions of Part 2 of Article 13 of the North Carolina Business Corporation Act ("NCBCA"), shall be entitled to receive the fair value of the shares held by him or her. Upon the receipt of any notice of a Shareholder's intent to assert dissenters' rights pursuant to the NCBCA, the Bank shall establish an escrow fund (the "Escrow Fund") from which all payments, whether before or after the Effective Time, necessary with respect to the exercise of such dissenters' rights shall be made. The Holding Company shall not directly or indirectly contribute any funds to the Escrow Fund. The Bank shall deposit in the Escrow Fund an amount that it reasonably believes is sufficient to pay fully the claims of all Shareholders asserting dissenters' rights, and shall make additional deposits to the Escrow Fund as it may reasonably determine to be necessary to satisfy such claims. In the event funds remain in the Escrow Fund after all claims for payment pursuant to dissenters' rights have finally expired, terminated, or have been finally satisfied or settled, then any balance remaining in the Escrow Fund shall be returned to the Bank.
Rights of Dissenting Shareholders. Shareholders of the Bank who dissent from the Share Exchange will be entitled to the dissenters' rights and remedies set forth in Article 15 of the Virginia Stock Corporation Act, Sections 13.1-729 et sec.
Rights of Dissenting Shareholders. Shareholders of BDC who properly exercise and perfect statutory dissenter’s rights shall have the rights accorded to dissenting shareholders under 805 Illinois Comp. Stat. § 5/11.70. Shares with respect to which dissenter’s rights have been asserted are referred to as “Dissenter’s Shares.”
Rights of Dissenting Shareholders. Any shareholder of Metaline who has the right to dissent from this merger as provided in RCW 23B.13.020, and who so dissents in accordance with the requirements of RCW 23B.13.210 through RCW 23B.13.280, shall be entitled, upon surrender of the certificate or certificates representing certificated shares or upon imposition of restrictions of transfer of uncertificated shares, to receive payment of the fair value of such shareholder's shares as provided pursuant to RCW 23B.13.250.
Rights of Dissenting Shareholders. If a Shareholder gives a Notice of Dissent but is not entitled, for any reason, to be paid the fair value of the Common Shares in respect of which the Notice of Dissent was given as contemplated in Section 2 of the Third Schedule to the NSCA and the Interim Order, such Shareholder shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Shareholder.
Rights of Dissenting Shareholders. Any registered holder of E&C Common Shares may exercise rights of dissent with respect to such E&C Common Shares pursuant to and in the manner set forth in Section 238 of the Act in connection with the Arrangement, as the same may be modified by the Interim Order or the Final Order as if that section (as modified) was applicable to such registered E&C Common Shareholders. Any:
(a) registered E&C Common Shareholders who are ultimately entitled to be paid fair value for their E&C Common Shares in respect of which they dissent shall be deemed to have transferred such E&C Common Shares to Acquisitionco on the Effective Date at the same time as the events described in Section 2.3 occur and such registered holders thereof shall be entitled to receive an amount equal to the fair value for their E&C Common Shares from Acquisitionco; or
(b) registered E&C Common Shareholders who are ultimately not entitled, for any reason, to be paid fair value for their E&C Common Shares in respect of which they dissent, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting E&C Common Shareholder, and shall be entitled to receive the applicable Per Share Consideration that such non-dissenting E&C Common Shareholders are entitled to receive, on the basis set forth in Section 2.3. For greater certainty, in no circumstances shall Parent, Acquisitionco, E&C or any other Person be required to recognize a Dissenting Shareholder after the Effective Time, and the name of each Dissenting Shareholder shall be deleted from the register of E&C Common Shareholders on the Effective Date at the same time as the events described in Section 2.3 occurs.
Rights of Dissenting Shareholders. In the event a Registered Holder gives a Notice of Dissent but is not entitled, for any reason, to be paid the fair value of the Target Common Shares in respect of which the Notice of Dissent was given pursuant to Section 207 of the Company Act, such Registered Holder will be entitled to receive only the Exchange Consideration contemplated by Section 2.1(b) which such Registered Holder would have received if such Registered Holder had not given a Notice of Dissent.
Rights of Dissenting Shareholders. Shareholders of FNB and BBI who object to the Merger will be entitled to the rights and remedies set forth in sections 13.1-729 through 13.1-741 of the Virginia Stock Corporation Act.
