Common use of Shares of Dissenting Stockholders Clause in Contracts

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, if any shareholder of GMHC who has not voted his or her Shares in favor of or consented to the Merger and who is entitled to dissent from the Merger and require appraisal for his or her Shares under applicable law (a "Dissenting Stockholder") and complies with all the provisions thereof concerning the right of holders of Shares to dissent from the Merger and require appraisal of his or her Shares ("Dissenting Shares") then such Dissenting Shares will represent only the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to applicable law. If, after the Effective Time, such Dissenting Stockholder (if any) withdraws his or her demand for appraisal or fails to perfect or otherwise loses his or her right of appraisal, in any case pursuant to applicable law, each of his or her Shares will be deemed to be outstanding and entitled to the Liquidation Distribution upon the same terms as other Shares. GMHC will give QL 3000 (i) prompt notice of any demands for appraisal of Shares received by GMHC and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. GMHC will not, without the prior written consent of QL 3000, make any payment with respect to, or settle, offer to settle, or otherwise negotiate, any such demands except as required by applicable law.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, if any shareholder of GMHC E/One who has not voted his or her such Shares in favor of or consented to the Merger and who is entitled to dissent from the Merger and require appraisal for his or her Shares under applicable law the NYBCL (a "Dissenting Stockholder") and complies with all the provisions thereof of Section 910 of the NYBCL concerning the right of holders of Shares to dissent from the Merger and require appraisal of his or her their Shares ("Dissenting Shares") then such Dissenting Shares will represent only not be converted as described in Section 3.1.1 but will become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to applicable lawthe laws of the State of New York. If, after the Effective Time, such Dissenting Stockholder (if any) withdraws his or her demand for appraisal or fails to perfect or otherwise loses his or her right of appraisal, in any case pursuant to applicable lawNYBCL, each of his or her Shares will be deemed to be outstanding and entitled converted as of the Effective Time into the right to receive the Liquidation Distribution upon the same terms as other SharesMerger Consideration. GMHC E/One will give QL 3000 PCC and Sub (i) prompt notice of any demands for appraisal of Shares received by GMHC E/One and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. GMHC E/One will not, without the prior written consent of QL 3000PCC, make any payment with respect to, or settle, offer to settle, or otherwise negotiate, any such demands except as required by applicable lawdemands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, if any shareholder of GMHC issued and outstanding Total eMed Common Stock held by any Dissenting Stockholder who has not voted his or her Shares such Total eMed Common Stock in favor of or consented to the Merger and who is entitled to dissent from the Merger and require appraisal for his or her Shares under applicable law (a "Dissenting Stockholder") and complies with all the provisions thereof of Section 262 of the DGCL concerning the right of holders of Shares Total eMed Common Stock to dissent from the Merger and require appraisal of his or her Shares their Total eMed Common Stock ("Dissenting Shares") then such Dissenting Shares will represent not be converted as described in Section 1.3 but will become only the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to applicable lawsuch provisions of the DGCL. If, after the Effective Time, such Dissenting Stockholder (if any) withdraws his or her the demand for appraisal or fails to perfect or otherwise loses his or her the right of appraisal, in any case pursuant to applicable lawthe DGCL, each of his or her Shares such Dissenting Stockholder's Total eMed Common Stock will be deemed to be outstanding and entitled converted as of the Effective Time into the right to receive the Liquidation Distribution upon the same terms as other SharesMerger Consideration. GMHC Total eMed will give QL 3000 MDLI (i) prompt notice of any demands received by Total eMed for appraisal of Shares received by GMHC Total eMed Common Stock and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. GMHC Total eMed will not, without the prior written consent of QL 3000MDLI, make any payment with respect to, or settle, offer to settle, or otherwise negotiate, any such demands except as required by applicable lawdemands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, if any shareholder of GMHC issued and outstanding Micrion Shares (and associated Rights) held by any Dissenting Stockholder who has not voted his or her such Micrion Shares in favor of or consented to the Merger and who is entitled to dissent from the Merger and require appraisal for his or her Shares under applicable law (a "Dissenting Stockholder") and complies with all the provisions thereof of Sections 85 to 98 of the MBCL concerning the right of holders of Micrion Shares to dissent from the Merger and require appraisal of his or her their Micrion Shares ("Dissenting Shares") then such Dissenting Shares will represent only not be converted as described in Section 1.6 but will become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to applicable lawsuch provisions of the MBCL. If, after the Effective Time, such Dissenting Stockholder (if any) withdraws his or her demand for appraisal or fails to perfect or otherwise loses his or her right of appraisal, in any case pursuant to applicable lawthe MBCL, each of his or her Micrion Shares will be deemed to be outstanding and entitled converted as of the Effective Time into the right to receive the Liquidation Distribution upon the same terms as other SharesMerger Consideration. GMHC Micrion will give QL 3000 FEI (i) prompt notice of any demands received by Micrion for appraisal of Micrion Shares received by GMHC and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. GMHC Micrion will not, without the prior written consent of QL 3000FEI, make any payment with respect to, or settle, offer to settle, or otherwise negotiate, any such demands except as required by applicable lawdemands.

Shares of Dissenting Stockholders. Notwithstanding Notwith-standing anything in this Agreement to the contrary, if any shareholder of GMHC issued and outstanding FTX Common Shares held by a person (a "DISSENTING STOCKHOLDER") who has not voted his or her Shares in favor of or consented to the Merger and who is entitled to dissent from the Merger and require appraisal for his or her Shares under applicable law (a "Dissenting Stockholder") and complies with Section 262 and all the other provisions thereof of Delaware law concerning the right of holders of FTX Common Shares to dissent from the Merger and require appraisal of his or her their FTX Common Shares ("Dissenting SharesDISSENTING SHARES") then such Dissenting Shares will represent only shall not be converted in the manner provided in SECTION 1.5(b), but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to applicable Delaware law. If, after the Effective Time, such Dissenting Stockholder (if any) withdraws his or her demand for appraisal or fails to perfect or otherwise loses his or her right of appraisal, in any case pursuant to applicable lawthe DGCL, each of his or her the FTX Common Shares will owned by such stockholders shall be deemed to be outstanding canceled as of the Effective Time and entitled become the right to receive, in respect of each such canceled FTX Common Share, the consideration set forth in Section 1.5(b) to be delivered in exchange for a FTX Common Share pursuant to the Liquidation Distribution upon the same terms as other SharesMerger. GMHC will FTX shall give QL 3000 IGL (i) prompt notice of any demands for appraisal of Shares shares received by GMHC FTX and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. GMHC will FTX shall not, without the prior written consent of QL 3000IGL, make any payment with respect to, or settle, offer to settle, settle or otherwise negotiate, any such demands except as required by applicable lawdemands.