Dissenting Rights. Any shareholder of Acquired Corporation who shall not have voted in favor of this Agreement and who has complied with the applicable procedures set forth in the FBCA relating to rights of dissenting shareholders, shall be entitled to receive payment for the fair value of his/her/its Acquired Corporation stock. If, after the Effective Date, a dissenting shareholder of Acquired Corporation fails to perfect, or effectively withdraws or loses, his/her/its right to appraisal and payment for his shares of Acquired Corporation Stock, SSFC shall issue and deliver the consideration to which such holder of shares of Acquired Corporation Stock is entitled under Section 2.1 (without interest) upon surrender of such holder of the certificate or certificates representing shares of Acquired Corporation Stock held by him/her/it.
Dissenting Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who have not voted in favor of or consented to the Merger and who shall have delivered a written demand for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and shall not have failed to perfect or shall not have effectively withdrawn or lost their rights to appraisal and payment under the DGCL (the "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration or the Stock Consideration, but shall be entitled to receive the consideration as shall be determined pursuant to Section 262 of the DGCL; provided, however, that, if any such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, such holder's shares of Company Common Stock shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration (less the Management Note Amount related to such Seller, if applicable) as set forth in Section 2.7 of this Agreement, without interest thereon, or the Stock Consideration. The Company shall give prompt notice to Buyer of any demands received by the Company for appraisal of Shares, and Buyer shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Buyer, make any payment with respect to, or settle or offer to settle, any such demands.
Dissenting Rights. 3.1 Notwithstanding anything in this Agreement to the contrary, shares of Boomxxxxxxx'x xxxmon stock that are issued and outstanding immediately prior to the Effective Date and that are held by stockholders who have not voted such shares in favor of the Merger and who have delivered a written demand for appraisal of such shares in the manner provided in Georgia Code Section 14-2-1301 et. seq. ("Dissenting Shares") shall have no right to receive any cash payment or other consideration based upon the applicable exchange rate unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder's right to appraisal and payment under Georgia Code Section 14-2-1301 et. seq. If such holder shall have so failed to perfect, or shall have effectively withdrawn or lost such right, such holder's shares of Boomxxxxxxx'x xxxmon stock shall thereupon be deemed to have been cancelled and converted as described in Section 2 at the Effective Date, and each such share shall represent the right to receive the appropriate cash payment based upon the applicable exchange rate. Boomxxxxxxx xxxll give Sunbelt prompt notice of any demands received by Boomxxxxxxx xxx appraisal of its shares.
Dissenting Rights. 3 ARTICLE 4 -- REPRESENTATIONS, WARRANTIES AND COVENANTS OF WARRIOR
Dissenting Rights. Any shareholder of Bancshares who shall not have voted in favor of this Agreement and who has complied with the applicable procedures set forth in the ABCA, relating to rights of dissenting shareholders, shall be entitled to receive payment for the fair value of his Bancshares Stock. If after the Effective Date a dissenting shareholder of Bancshares fails to perfect, or effectively withdraws or loses his right to appraisal and payment for his shares of Bancshares Stock, Warrior shall pay and deliver the Merger Consideration to which such holder of shares of Bancshares Stock is entitled under Section 3.1 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Bancshares Stock held by him or her.
Dissenting Rights. 6 ARTICLE 4 -- REPRESENTATIONS, WARRANTIES AND COVENANTS OF BANCGROUP
Dissenting Rights. 3 2.9 The Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.10
Dissenting Rights. If holders of IntelliLink Common Stock are entitled to dissenters rights in connection with the Merger, any IntelliLink Dissenting Shares shall not be converted into a right to receive Puma Common Stock but shall be converted into the right to receive such consideration as may be determined to be due with respect to such IntelliLink Dissenting Shares pursuant to the laws of the State of New Hampshire. IntelliLink shall give Puma prompt notice of any demand received by IntelliLink for appraisal of IntelliLink Common Stock, and IntelliLink shall have the right to control all negotiations and proceedings with respect to such demand, provided that Puma shall have the right to participate in all such negotiations and proceedings. In the event of legal obligation, after the Effective Time of the Merger, to deliver a right to receive Puma Common Stock to a holder of shares of IntelliLink Common Stock who shall have failed to make an effective demand for appraisal or shall have lost his status as a dissenting Shareholder, Puma shall deliver, upon surrender by such dissenting Shareholder of his certificate or certificates representing shares of IntelliLink Common Stock, as applicable, the Puma Common Stock to which such Dissenting Shareholder is then entitled under this Section 2.8 and the Agreement of Merger.
Dissenting Rights. Any shareholder of Trinity who shall not have voted in favor of this Agreement and who has complied with the applicable procedures set forth in the ABCL, relating to rights of dissenting shareholders, shall be entitled to receive payment for the fair value of the Trinity Common Stock held by such shareholder. If after the Effective Date, a dissenting shareholder of Trinity fails to perfect, or effectively withdraws or loses his right to appraisal and payment for his shares of Trinity Common Stock, River Financial shall issue and deliver the Merger Consideration to which such holder of shares of Trinity Common Stock is entitled under Section 3.1 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Trinity Common Stock held by him or her.
Dissenting Rights. 4 1.10 Issuance of Maximus Certificates...............................................................4 1.11
