Common use of Dissent Rights Clause in Contracts

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Shares”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Shares pursuant to, and who complies in all respects with, Chapter 13 of the CGCL (“Chapter 13”) shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Shares shall be entitled to payment of the fair market value of such Dissenting Shares in accordance with Chapter 13; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal of shares of Company Common Stock, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands, except as required by applicable Law. The Company shall not, except with the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, offer to settle, or approve any withdrawal of any such demands.

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Shares”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Shares pursuant to, and who complies in all respects with, Chapter 13 of the CGCL (“Chapter 13”) (except that the parties hereto expressly waive compliance with the requirement set forth in Section 1300(b)(1) of the CGCL that demands for payment be filed with respect to 5% or more of the outstanding shares of Company Common Stock, provided that such demands are filed with respect to 3.5% or more of the outstanding shares of Company Common Stock) shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of such Dissenting Shares shall be entitled to payment of the fair market value of such Dissenting Shares in accordance with Chapter 13; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13, then the right of such holder to be paid the fair market value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal payment of fair market value for shares of Company Common Stock, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands, except as required by applicable Law. The Company shall not, except with the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, offer to settle, or approve any withdrawal of of, any such demands.”

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Shares”"DISSENT SHARES") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Dissent Shares pursuant to, and who complies in all respects with, Chapter 13 Section 351.455 of the CGCL MG&BCL (“Chapter 13”"SECTION 351.455") shall not be converted into the right to receive Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Dissent Shares shall be entitled to payment of the fair market value of such Dissenting Dissent Shares in accordance with Chapter 13and subject to Section 351.455; providedPROVIDED, howeverHOWEVER, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13Section 351.455, then the right of such holder to be paid the fair value of such holder’s Dissenting 's Dissent Shares shall cease and such Dissenting Dissent Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give prompt notice to promptly notify Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal payment of the fair value of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except as required by applicable Law. The the Company shall not, except with without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, or settle or offer to settle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Shares”) of Company Common Stock that are (i) determined to be “dissenting shares” under Section 1300(b) of the CGCL (“Dissenting Shares”), (ii) outstanding immediately prior to the Effective Time and that are (iii) held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Shares pursuant to, and who complies in all respects with, Chapter 13 of the CGCL (“Chapter 13”) CGCL, shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Shares shall be entitled to payment of the fair market value of such Dissenting Shares in accordance with Chapter 13Section 1301 of the CGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13Section 1301, then the right of such holder to be paid the fair market value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give serve prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except as required by applicable Law. The the Company shall not, except with without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, or settle or offer to settle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Shares”"DISSENT SHARES") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Dissent Shares pursuant to, and who complies in all respects with, Chapter 13 Section 60.551 et seq. of the CGCL (“Chapter 13”) ORS shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Dissent Shares shall be entitled to payment of the fair market value of such Dissenting Dissent Shares in accordance with Chapter 13Section 60.551 et seq. of the ORS; providedPROVIDED, howeverHOWEVER, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13Section 60.551 et seq. of the ORS, then the right of such holder to be paid the fair value of such holder’s Dissenting 's Dissent Shares shall cease and such Dissenting Dissent Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give serve prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal payment of fair value in respect of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except as required by applicable Law. The the Company shall not, except with without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, or settle or offer to settle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting "Dissent Shares”") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment from the Company of the fair market cash value of such Dissenting Dissent Shares pursuant to, and who complies in all respects with, Chapter 13 Section 131 of the CGCL BCL (“Chapter 13”"Section 131") shall not be converted into Merger Consideration as provided in Section 2.01(c2.1(c), but rather the holders of Dissenting Dissent Shares shall be entitled to payment from the Company of the fair market cash value of such Dissenting Dissent Shares in accordance with Chapter 13Section 131; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market cash value under Chapter 13Section 131, then the right of such holder to be paid the fair cash value of such holder’s Dissenting 's Dissent Shares shall cease and such Dissenting Dissent Shares shall be deemed to have treated as if they had been converted as of the Effective Time into, and to have become exchangeable solely for into the right to receive, Merger Consideration as provided in Section 2.01(c2.1(c). The Company shall give prompt notice to promptly notify Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal payment of the fair cash value of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands, except as required by applicable Law. The Company shall not, except with the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, or settle or offer to settle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Shares”the "DISSENT SHARES") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand dissent from and properly demands payment of the fair market value of such Dissenting Shares dissents from this Agreement pursuant to, and who complies in all respects with, Chapter 13 Articles 5.11, 5.12, 5.13 and 5.16 of the CGCL TBCA, in each case to the extent applicable (“Chapter 13”) the "DISSENT STATUTES"), shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Dissent Shares shall be entitled to payment of the fair market value of such Dissenting Dissent Shares in accordance with Chapter 13the Dissent Statutes; providedPROVIDED, howeverHOWEVER, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13the Dissent Statutes, then the right of such holder to be paid the fair value of such holder’s Dissenting 's Dissent Shares shall cease and such Dissenting Dissent Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give serve prompt notice to Parent of any demands, attempted withdrawals objections or demands for payment of such demands and any other instruments served fair value of Company Common Stock pursuant to the CGCL Dissent Statutes received by the Company for appraisal of shares of Company Common StockCompany, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such objections or demands. Prior to the Effective Time, except as required by applicable Law. The the Company shall not, except with without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, or settle or offer to settle, or approve any withdrawal of any such objections or demands, or agree to do any of the foregoing.

Dissent Rights. Notwithstanding anything in this Agreement to the -------------- contrary, shares (“Dissenting "Dissent Shares”") of Company Common Stock that are outstanding -------------- immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Dissent Shares pursuant to, and who complies in all respects with, Chapter 13 Section 60.551 et seq. of the CGCL (“Chapter 13”) ORS shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Dissent Shares shall be entitled to payment of the fair market value of such Dissenting Dissent Shares in accordance with Chapter 13Section 60.551 et seq. of the ORS; provided, however, that if any such holder -------- ------- shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13Section 60.551 et seq. of the ORS, then the right of such holder to be paid the fair value of such holder’s Dissenting 's Dissent Shares shall cease and such Dissenting Dissent Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give serve prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal payment of fair value in respect of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except as required by applicable Law. The the Company shall not, except with without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, or settle or offer to settle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Dissent Shares”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Dissent Shares pursuant to, and who complies in all respects with, Chapter Article 13 of the CGCL GBCC (“Chapter Article 13”) shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Dissent Shares shall be entitled to payment of the fair market value of such Dissenting Dissent Shares in accordance with Chapter Article 13; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13, Article 13 then the right of such holder to be paid the fair value of such holder’s Dissenting Dissent Shares shall cease and such Dissenting Dissent Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c) and Unpaid Dividends as provided in Section 2.02(c). The Company shall give serve prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal payment of the fair value of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except as required by applicable Law. The the Company shall not, except with without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, or settle or offer to settle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.