Dissenting Shareholder. Notwithstanding anything to the contrary herein, any Company Common Share for which any Company Shareholder (such Company Shareholder, a “Dissenting Shareholder”) (a) has not voted in favor of the Merger or consented to it in writing and (b) has demanded the appraisal of such Company Common Shares in accordance with, and has complied in all respects with, Section 607.1302 of the FBCA (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the applicable portion of Aggregate Share Consideration pursuant to Section 1.1(f). From and after the Merger Effective Time, (i) the Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (ii) the Dissenting Shareholders shall be entitled only to such rights as may be granted to them under Section 607.1302 of the FBCA and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Company or any of its Affiliates (including the SPAC); provided, however, that if any Dissenting Shareholder effectively withdraws or loses such appraisal rights (through failure to perfect such appraisal rights or otherwise), then the Company Common Shares held by such Dissenting Shareholder (A) shall no longer be deemed to be Dissenting Shares and (B) shall be treated as if they had been converted automatically at the Effective Time into the right to receive the applicable portion of Aggregate Share Consideration pursuant to Section 1.1(f). Each Dissenting Shareholder who becomes entitled to payment for his, her or its Dissenting Shares pursuant to the FBCA shall receive payment thereof from the Company in accordance with the FBCA. The Company shall give SPAC prompt notice of any written demands for appraisal of any Company Common Share, attempted withdrawals of such demands and any other documents or instruments served pursuant to the FBCA and received by the Company relating to stockholders’ rights of appraisal in accordance with the provisions of Section 607.1302 of the FBCA, and the SPAC shall have the opportunity to participate in all negotiations and proceedings with respect to all such demands. The Company shall not, except with the prior written consent of the SPAC (prior to the Closing) (such consent not to be unreasonably withheld, conditioned or delayed), make any payment or deliver any consideration (including Company Common Shares or SPAC New Common Shares) with respect to, settle or offer or agree to settle any such dema...
Dissenting Shareholder. 1.4(b) Dissenting Shares..........................1.4(b) Effective Time................................1.2 Election...................................2.1(a) Election Deadline..........................2.1(d) Environmental Laws........................3.12(f) Environmental Permits.....................3.12(f) ERISA.....................................3.18(a) Exchange Act..................................3.5
Dissenting Shareholder. Section 2.10
Dissenting Shareholder. Any holder of Biodiesel Shares or Gury Shares who has made and perfected a demand for payment of the value of said shares in accordance with all applicable dissenters' or appraisal rights statutes, as applicable, and who has not effectively withdrawn or lost the right to such payment.
Dissenting Shareholder. “Dissenting Shareholder” shall have the meaning set forth in Section 2.6 of this Agreement.
Dissenting Shareholder. Notwithstanding anything in this Agreement to the contrary, ZIM Technologies Shares, in respect of which a Dissenting Shareholder shall dissent shall not, at the Effective Date, be converted into ZIM Corporation Shares as provided in Sections 4.01 and 4.02 hereof, and no ZIM Corporation Shares shall be issued to such Dissenting Shareholder, as provided in Sections 4.01 and 4.02 hereof; provided however, that in the event that a Dissenting Shareholder who has exercised the right of dissent under section 190 of the Act fails to perfect or withdraws or forfeits his or her right to make a claim under section 190 of the Act or his or her rights as a shareholder are otherwise reinstated such shareholder's ZIM Technologies Shares shall thereupon be deemed to have been exchanged as at the Effective Date into ZIM Corporation Shares as provided in Sections 4.01 and 4.02 hereof, and ZIM Corporation shall be deemed to have issued to such shareholder as at the Effective Date ZIM Corporation Shares as provided in Sections 4.01 and 4.02 hereof.
Dissenting Shareholder. 1.6(c) Effective Time..................................... 1.2
Dissenting Shareholder. 9 3.4. Stated Capital........................................10 3.5 Procedures for Payment of Shares......................10 3.6
Dissenting Shareholder. Notwithstanding the provisions of Section 5 hereof, any outstanding shares of LIPH stock held by a shareholder who shall have elected to dissent from the Merger and who shall have exercised and perfected appraisal rights with respect to such shares in accordance with Section 623 of the New York Business Corporation Law (a "Dissenting Shareholder") shall not be converted into Membership Interests as a result of the Merger, but Dissenting Shareholders shall be entitled to receive in lieu thereof only such consideration as shall be provided by Section 623.
Dissenting Shareholder. Dissenting Shareholder" has the meaning set forth in Section 2.6(i)(ii).
