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 does not vote in favor of the Share Exchange and who gives timely written notice to the Bank of intent to demand payment in accordance with Section 00-00-000 of the TBCA, who demands payment and deposits share certificates in accordance with Section 00-00-000 of the TBCA, and who otherwise perfects rights of appraisal under Chapter 23 of the TBCA (the “Dissenting Shares”) shall not be exchanged for the consideration set forth in Section 1.01 of this Agreement but shall become the right to receive such consideration as may be determined to be due in respect of such Dissenting Shares pursuant to Chapter 23 of the TBCA; provided, however, that any holder of Dissenting Shares who shall have failed to perfect or shall have withdrawn or lost his rights to appraisal of such Dissenting Shares, in each case under the TBCA, shall forfeit the right to appraisal of such Dissenting Shares, and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 consideration set forth in Section 1.01 of this Agreement. 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 Notwithstanding anything to the contrary contained in this Section 1.06, if (i) the Share Exchange is rescinded or abandoned or (ii) if the Shareholders revoke the authority to effect the Share Exchange, then the right of any Shareholder to be paid the fair value of such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. 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.
Rights of Dissenting Shareholders. Shareholders of the Bank who object to the Share Exchange 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.
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. 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 Bank who properly exercises his right to dissent and perfects his appraisal rights under West Virginia law shall be entitled, with respect to any shares as to which he or she shall so dissent, to the fair value of such shares as of the day prior to the date on which the shareholders of Bank voted to approve the Merger, excluding any appreciation or depreciation in anticipation of the Merger. The procedures to be followed and the rights of such dissenting shareholders shall be those set forth in the West Virginia Business Corporation Act, Sections 31D-13-1301 et seq. 39 Exhibit 10.1 - continued
