Dissent. A director who is present at a meeting of the Board, or a committee thereof of which the director is a member, at which action on a corporate matter is taken is presumed to have concurred in that action unless the director's dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Company promptly after the adjournment of the meeting. Such right to dissent does not apply to a director who voted in favor of such action. A director who is absent from a meeting of the Board, or a committee thereof of which the director is a member, at which any such action is taken is presumed to have concurred in the action unless the director files a written dissent with the Secretary of the Company within a reasonable time after the director has knowledge of the action.
Dissent. A member of the Executive Committee or of another committee of the Board of Directors in attendance at a meeting of the Executive Committee or of such other committee shall not be bound by the actions, by the acts or by the deeds of the Corporation and shall not be deemed to have approved all the resolutions passed or all the decisions made if, in the course of the meeting, his dissent is recorded in the minutes of such meeting, whether at his request or not, or if a notice in writing of his dissent is sent to the secretary of the meeting before the adjournment or the rising of the meeting or if his dissent is sent to the Corporation by registered or by certified mail or is delivered to the registered office of the Corporation immediately after the meeting is adjourned or after it rises. A member of the Executive Committee or of another committee of the Board of Directors absent from a meeting of the Executive Committee or of such other committee shall be deemed not to have approved any resolution or to have participated in any decision made at such meeting, if, within seven (7) days after becoming aware of the resolution, he causes his dissent to be recorded in the minutes of the meeting or if he sends his dissent or causes it to be sent by registered or by certified mail or delivers it or causes it to be delivered to the registered office of the Corporation.
Dissent. Notwithstanding anything to the contrary in the foregoing, in the event a Dissenting Shareholder in respect of ATCOR Shares has been paid the fair value of the ATCOR Shares held by such Shareholder immediately prior to the Amalgamation pursuant to Section 190 of the Act, such Dissenting Shareholder shall have no right to receive the redemption price for the Class B Special Shares into which such ATCOR Shares were converted notwithstanding that the same have been redeemed, shall not be entitled to exercise any of the rights of shareholders in respect thereof, and the redemption monies for such Class B Special Shares held on deposit in a special account as provided for in subsection 4.5.3 above shall be forfeited to the Corporation.
Dissent. A Manager may be absolved from personal liability with respect to any decision or action of the Managers which he or she voted against or did not participate in by registering in the Company’s records a written dissent from such action or decision within 30 days after receiving notice of the decision. A dissenting Manager will nevertheless act with the other Managers in any way necessary or appropriate to effectuate the decision of the majority, so long as such decision or action is not illegal.