Common use of Shares of Dissenting Shareholders Clause in Contracts

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock held by a person (a "Dissenting Stockholder") who shall not have voted to adopt this Agreement and who properly demands appraisal for such shares in accordance with Section 262 of the DGCL ("Dissenting Shares") shall not be converted as described in Section 3.01, but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If, after the Effective Time, such Dissenting Stockholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Stockholder's shares of Company Common Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been converted into and to have become exchangeable for, at the Effective Time, the right to receive for each such share the Merger Consideration, without any interest thereon, upon surrender, pursuant to Section 3.02, of the Certificates evidencing such Shares. The Company shall give Parent (i) prompt notice of any demands for appraisal of shares of Company Common Stock received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares share of Company Common Stock held by a person (a "Dissenting StockholderShareholder") who shall not have voted demanded and perfected a right to adopt this Agreement and who properly demands appraisal for such shares in accordance with Section 262 receive payment of the DGCL fair value of his or her shares pursuant to Subchapter D of Chapter 15 of the PBCL ("Dissenting Shares") shall not be converted as described in Section 3.01, but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL2.01(c), unless such holder fails to perfect comply with the provisions of Subchapter D of Chapter 15 of the PBCL or withdraws or otherwise loses his right to appraisalreceive such fair value payment. If, after the Effective Time, such Dissenting Stockholder Shareholder fails to perfect comply with the provisions of Subchapter D of Chapter 15 of the PBCL or withdraws or loses his right to appraisalreceive such fair value payment, such Dissenting StockholderShareholder's shares of Company Common Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been converted into and to have become exchangeable for, at the Effective Time, the right to receive for each such share the Merger Consideration, without any interest thereon, upon surrender, pursuant to Section 3.02, of the Certificates evidencing such Sharesinterest. The Company shall give Parent Crane (i) prompt notice of any demands for appraisal to receive payment of fair value of shares of Company Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of ParentCrane, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrarycontrary (but subject to this Section 2.1(b)), any Company Common Shares issued and outstanding shares of Company Common Stock immediately prior to the Effective Time and held by a person (a "Dissenting Stockholder") holder who shall not have voted is entitled to adopt this Agreement demand, and who has properly demands demanded, appraisal for such shares Company Common Shares in accordance with with, and who complies in all respects with, Section 262 1701.85 of the DGCL OGCL ("such Company Common Shares, the “Dissenting Shares"”) shall not be converted into the right to receive the Merger Consideration as described in Section 3.012.1(a)(iii), but at the Effective Time shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder holder pursuant to the DGCL, unless procedures set forth in Section 1701.85 of the OGCL. If any such holder withdraws its demand for appraisal or fails to perfect or withdraws or otherwise loses his its right of appraisal pursuant to appraisal. Ifthe OGCL, after then the Effective Time, right of such holder to be paid the fair cash value of such Dissenting Stockholder fails to perfect or withdraws or loses his right to appraisalShares shall cease, and such Dissenting Stockholder's shares of Company Common Stock Shares shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon instead be deemed to have been converted into and to have become exchangeable for, at the Effective Time, the right to receive for each such share the Merger Consideration, without any interest thereon, upon surrender, Consideration pursuant to Section 3.02, of the Certificates evidencing such Shares2.1(a)(iii). The Company shall give Parent (i) prompt notice (but in any event within 48 hours of receipt thereof) of any demands for appraisal of shares of Company Common Stock Shares received by the Company Company, withdrawals of such demands and (ii) any other instruments served pursuant to Section 1701.85 of the OGCL and shall give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demandsthereto.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock that are issued and outstanding as of the Effective Time and that are held by a person shareholder who has exercised his right (a "Dissenting Stockholder"to the extent such right is available by law) who shall not have voted to adopt this Agreement demand and who properly demands appraisal for to receive the fair value of such shares in accordance with Section 262 of (the DGCL ("Dissenting Shares") under Article 13 of the NCBCA shall not be converted as described in Section 3.01, but shall be converted into the right to receive the Merger Consideration unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under the NCBCA and to receive such consideration as may be determined to be due with respect to such Dissenting Stockholder Shares pursuant to and subject to the DGCL, unless requirements of Article 13 of the NCBCA. If any such holder fails shall have so failed to perfect or withdraws have effectively withdrawn or otherwise loses his right to appraisal. Iflost such right, after the Effective Time, each share of such Dissenting Stockholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Stockholderholder's shares of Company Common Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been converted into and to have become exchangeable forbecome, at as of the Effective Time, the right to receive for each such share the Merger Considerationreceive, without any interest thereon, upon surrender, pursuant to Section 3.02, of the Certificates evidencing such SharesStock Consideration or the Cash Consideration or a combination thereof as determined by Parent in its sole discretion. The Company shall give Parent (i) prompt notice of any notice or demands for appraisal of or payment for shares of Company Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Shareholders. (i) Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock Shares held by a person (a "Dissenting Stockholder") Person who shall has not have voted in favor of or consented to adopt the adoption of this Agreement and who is otherwise entitled to demand and properly demands appraisal for such shares in accordance and has otherwise complied with all the provisions of Section 262 23-1-44 of the DGCL IBCL concerning dissenters’ rights ("such Person being referred to as a “Dissenting Shareholder” and such Shares being referred to as “Dissenting Shares"”) shall not be converted into the right to receive the Merger Consideration as described in Section 3.012.01(b), but shall be become converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder Shareholder pursuant to the DGCLprocedures set forth in Section 23-1-44 of the IBCL; provided, unless however, if such holder Dissenting Shareholder withdraws its demand for appraisal or fails to perfect or withdraws or otherwise loses his its right of appraisal, in any case pursuant to the IBCL, its Shares shall be deemed to be converted as of the Effective Time into the right to appraisalreceive the Merger Consideration for each such Share, without interest, in accordance with the provisions of this Agreement. If, after At the Effective Time, such Dissenting Stockholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Stockholder's shares any holder of Company Common Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed cease to have been converted into and to have become exchangeable forany rights with respect thereto, at except the Effective Time, the right to receive for each such share the Merger Consideration, without any interest thereon, upon surrender, pursuant to rights set forth in Section 3.02, 23-1-44 of the Certificates evidencing such SharesIBCL and as provided in the previous sentence. The Company shall give Parent (i) prompt notice of any demands for appraisal of shares of Company Common Stock received by the Company and (ii) the opportunity Any payments required to participate in all negotiations and proceedings be made with respect to any such demands. The Company the Dissenting Shares shall not, without be made by the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demandsSurviving Corporation.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Capital Stock held by a person (a "Dissenting StockholderShareholder") who shall not have voted duly demands purchase of his shares of Company Capital Stock pursuant to adopt this Agreement the CGCL and who properly demands appraisal for is in compliance with all the provisions of the CGCL concerning the right of such holders to demand purchase of their shares in accordance connection with Section 262 of the DGCL Merger ("Dissenting Shares") shall not be converted as described in Section 3.01, 2.01(c) but shall be converted into become the right to receive an amount in cash equal to the fair value of such consideration shares as may be determined to be due to such Dissenting Stockholder pursuant to Shareholder as provided in the DGCLCGCL. If, unless however, such holder Dissenting Shareholder withdraws his demand for purchase or fails to perfect or withdraws or otherwise loses his right of purchase, in any case pursuant to appraisal. Ifthe CGCL, after the Effective Time, such Dissenting Stockholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Stockholder's shares of Company Common Capital Stock of such shareholder shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been be converted into and to have become exchangeable for, at as of the Effective Time, Time into the right to receive for each the applicable Merger Consideration with respect to such share the Merger Considerationshares, without any interest thereon, upon surrender, pursuant to Section 3.02, of the Certificates evidencing such Sharesinterest. The Company shall give Parent (i) prompt notice of any demands for appraisal purchase of shares of Company Common Stock received by the Company from Dissenting Shareholders and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock Shares held by a person (a "Dissenting StockholderDISSENTING SHAREHOLDER") who shall has not have voted to adopt this Agreement in favor of the Merger or consented thereto in writing and who properly demands has demanded appraisal for such shares Shares and perfected such holder's right to such appraisal in accordance with Section 262 of the DGCL CGCL (if the CGCL provides for appraisal rights for such Shares in the Merger) ("Dissenting SharesDISSENTING SHARES") shall not be converted as described in Section 3.012.5(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder Shareholder pursuant to the DGCL, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisalCGCL. If, after the Effective Time, such Dissenting Stockholder Shareholder withdraws his demand for payment or fails to perfect or withdraws or otherwise loses his right of payment, in any case pursuant to appraisalthe CGCL, the Shares of such Dissenting Stockholder's shares of Company Common Stock Shareholder shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been be converted into and to have become exchangeable for, at as of the Effective Time, Time into the right to receive for each such share the Common Stock Merger Consideration, without any interest thereon, upon surrender, pursuant to Section 3.02, of the Certificates evidencing such Shares. The Company shall give Parent (i) prompt written notice of any demands for appraisal of shares of Company Common Stock payment received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock held by a person (a "Dissenting Stockholder") who that are outstanding immediately prior to the Effective Time and have not been voted in favor of the Merger and with respect to which appraisal rights shall not have voted to adopt this Agreement been demanded and who properly demands appraisal for such shares perfected in accordance with Section 262 1091 of the DGCL OGCA to the extent applicable (collectively, the "Dissenting SharesDISSENTING SHARES") and not withdrawn shall not be converted as described in Section 3.01into or represent the right to receive the Merger Consideration, but such shares shall be converted into become the right to receive such consideration as may be determined to be due to such holders of Dissenting Stockholder Shares pursuant to the DGCL, laws of the State of Oklahoma unless and until the holder of such holder fails to perfect Dissenting Shares withdraws his or withdraws her demand for such appraisal in accordance with the OGCA or otherwise loses his right to becomes ineligible for appraisal. If, after the Effective Time, any such Dissenting Stockholder fails holder withdraws his or her demand for appraisal or becomes ineligible for appraisal (through failure to perfect or withdraws or loses his right to appraisalotherwise), such Dissenting Stockholder's shares of Company Common Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been converted into and to have become exchangeable for, at as of the Effective Time, the right to receive for each such share the Merger Considerationreceive, without any interest thereon, upon surrender, pursuant to the consideration provided for in Section 3.02, of the Certificates evidencing such Shares1.6. The Company shall give Parent (i) prompt notice of any demands for appraisal of for shares of Company Common Stock received by the Company Company, and (ii) Parent shall have the opportunity right to participate in direct all proceedings, negotiations and proceedings with actions taken by the Company in respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demandsthereof.