Common use of Dissenting Shareholders Clause in Contracts

Dissenting Shareholders. Any holder of shares of Seller Common Stock who perfects such holder’s dissenters’ rights in accordance with and as contemplated by Sections 14-2-1301 through 14-2-1332 of the GBCC shall be entitled to receive from the Surviving Corporation, in lieu of the Per Share Purchase Price, the value of such shares as to which dissenters’ rights have been perfected in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with all applicable provisions of such Law, and surrendered to Seller the certificate or certificates representing the shares for which payment is being made. In the event that, after the Effective Time, a dissenting shareholder of Seller fails to perfect, or effectively withdraws or loses such holder’s right to appraisal of and payment for such holder’s Dissenter Shares, Buyer or the Surviving Corporation shall issue and deliver the consideration to which such holder of shares of Seller Common Stock is entitled under this Article 2 (without interest) upon surrender by such holder of the certificate or certificates representing such shares of Seller Common Stock held by such holder.

Dissenting Shareholders. Any holder of shares of Seller Piedmont Common Stock who perfects such holder’s dissenters’ rights in accordance with and as contemplated by Sections 14-2-1301 through 14-2-1332 Section 262 of the GBCC DGCL shall be entitled to receive from the Surviving CorporationYadkin, in lieu of the Per Share Purchase PricePiedmont Merger Consideration, the value of such shares as to which dissenters’ rights have been perfected in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with all applicable provisions of such Law, and surrendered to Seller Yadkin the certificate or certificates representing the shares for which payment is being made. In the event that, after the Effective Time, a dissenting shareholder of Seller Piedmont fails to perfect, or effectively withdraws or loses such holder’s right to appraisal of and payment for such holder’s Dissenter Shares, Buyer or the Surviving Corporation shall issue and deliver the consideration to which such holder of shares of Seller Piedmont Common Stock is entitled under this Article 2 (without interest) the Piedmont Merger Consideration in respect of such shares upon surrender by such holder of the certificate or certificates representing such shares of Seller Piedmont Common Stock held by such holder.

Dissenting Shareholders. Any holder of shares of Seller Common Stock who perfects such holder’s dissenters’ rights in accordance with and as contemplated by Sections 1400-200-1301 000 through 1400-200-1332 000 of the GBCC SCBCA shall be entitled to receive from the Surviving Corporation, in lieu of the Per Share Purchase Price, the value of such shares as to which dissenters’ rights have been perfected in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with all applicable provisions of such Law, and surrendered to Seller the certificate Certificate or certificates Certificates representing the shares for which payment is being made. In the event that, after the Effective Time, a dissenting shareholder of Seller fails to perfect, or effectively withdraws or loses such holder’s right to appraisal of and payment for such holder’s Dissenter Shares, Buyer or the Surviving Corporation shall issue and deliver the consideration to which such holder of shares of Seller Common Stock is entitled under this Article 2 the Cash Consideration (without interest) in respect of such shares upon surrender by such holder of the certificate Certificate or certificates Certificates representing such shares of Seller Common Stock held by such holder.

Dissenting Shareholders. Any holder of shares of Seller Common Stock who perfects such holder’s dissenters’ rights in accordance with and as contemplated by Sections 1400-200-1301 000 through 1400-200-1332 000 of the GBCC SCBCA shall be entitled to receive from the Surviving Corporation, in lieu of the Per Share Purchase Price, the value of such shares as to which dissenters’ dissenters rights have been perfected in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with all applicable provisions of such Law, and surrendered to Seller the certificate or certificates representing the shares for which payment is being made. In the event that, that after the Effective Time, Time a dissenting shareholder of Seller fails to perfect, or effectively withdraws or loses loses, such holder’s right to appraisal of and payment for such holder’s Dissenter Dissenting Shares, Buyer or the Surviving Corporation shall issue and deliver the consideration to which such holder of shares of Seller Common Stock is entitled under this Article 2 3 (without interest) upon surrender by such holder of the certificate or certificates representing such shares of Seller Common Stock held by such holder.

Dissenting Shareholders. Any holder of shares of Seller Common Stock who perfects such holder’s 's dissenters’ ' rights in accordance with and as contemplated by Sections 14-2-1301 through 14-2-1332 of the GBCC shall be entitled to receive from the Surviving Corporation, in lieu of the Per Share Purchase Price, the value of such shares as to which dissenters’ dissenters rights have been perfected in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with all applicable provisions of such Law, and surrendered to Seller the certificate or certificates representing the shares for which payment is being made. In the event that, that after the Effective Time, Time a dissenting shareholder of Seller fails to perfect, or effectively withdraws or loses loses, such holder’s 's right to appraisal of and payment for such holder’s 's Dissenter Shares, Buyer or the Surviving Corporation shall issue and deliver the consideration to which such holder of shares of Seller Common Stock is entitled under this Article 2 3 (without interest) upon surrender by such holder of the certificate or certificates representing such shares of Seller Common Stock held by such holder.

Dissenting Shareholders. Any holder of shares of Seller Common Stock who perfects such holder’s dissenters’ rights in accordance with and as contemplated by Sections 14-2-1301 through 14-2-1332 of the GBCC shall be entitled to receive from the Surviving Corporation, in lieu of the Per Share Purchase Price, the value of such shares as to which dissenters’ rights have been perfected in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with all applicable provisions of such Law, and surrendered to Seller the certificate or certificates representing the shares for which payment is being made. In the event that, after the Effective Time, a dissenting shareholder of Seller fails to perfect, or effectively withdraws or loses such holder’s right to appraisal of and payment for such holder’s Dissenter Shares, Buyer or the Surviving Corporation shall issue and deliver the consideration to which such holder of shares of Seller Common Stock is entitled under this Article 2 the Cash Consideration (without interest) in respect of such shares upon surrender by such holder of the certificate or certificates representing such shares of Seller Common Stock held by such holder.

Dissenting Shareholders. Any holder of shares of Seller Cornerstone Common Stock who perfects such holder’s dissenters’ rights in accordance with and as contemplated by Sections 1400-200-1301 000 through 14-2-1332 33 13 310 of the GBCC SCBCA shall be entitled to receive from the Surviving Corporation, in lieu of the Per Share Purchase Merger Price, the value of such shares as to which dissenters’ rights have been perfected in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with all applicable provisions of such Law, and surrendered to Seller Cornerstone the certificate or certificates representing the shares for which payment is being made. In the event that, after the Effective Time, a dissenting shareholder of Seller Cornerstone fails to perfect, or effectively withdraws or loses such holder’s right to appraisal of and payment for such holder’s Dissenter Shares, Buyer Parent or the Surviving Corporation shall issue and deliver the consideration to which such holder of shares of Seller Cornerstone Common Stock is entitled under this Article 2 the Cash Consideration (without interest) in respect of such shares upon surrender by such holder of the certificate or certificates representing such shares of Seller Cornerstone Common Stock held by such holder.

Dissenting Shareholders. Any holder of shares of Seller Clover Common Stock who perfects such holder’s dissenters’ rights in accordance with and as contemplated by Sections 1400-200-1301 000 through 1400-200-1332 000 of the GBCC SCBCA shall be entitled to receive from the Surviving Corporation, in lieu of the Per Share Purchase Price, the value of such shares as to which dissenters’ rights have been perfected in cash as determined pursuant to such provision provisions of Lawlaw; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with all applicable provisions of such Lawlaw, and surrendered to Seller Clover or the Surviving Corporation the certificate or certificates representing the shares for which payment is being made. In the event that, after the Effective Time, a dissenting shareholder of Seller Clover fails to perfect, or effectively withdraws or loses such holder’s right to appraisal of and payment for such holder’s Dissenter Shares, Buyer or the Surviving Corporation shall issue and deliver the consideration to which such holder of shares of Seller Clover Common Stock is entitled under this Article 2 the Per Share Purchase Price (without interest) in respect of such shares upon surrender by such holder of the certificate or certificates representing such shares of Seller Clover Common Stock held by such holder.

Dissenting Shareholders. Any holder of shares of Seller Common Stock who perfects such holder’s dissenters’ rights in accordance with and as contemplated by Sections 1400-200-1301 000 through 1400-200-1332 000 of the GBCC SCBCA shall be entitled to receive from the Surviving Corporation, in lieu of the Per Share Purchase Price, the value of such shares as to which dissenters’ dissenters rights have been perfected in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with all applicable provisions of such Law, and surrendered to Seller the certificate or certificates representing the shares for which payment is being made. In the event that, that after the Effective Time, Time a dissenting shareholder of Seller fails to perfect, or effectively withdraws or loses loses, such holder’s right to appraisal of and payment for such holder’s Dissenter Shares, Buyer or the Surviving Corporation shall issue and deliver the consideration to which such holder of shares of Seller Common Stock is entitled under this Article 2 3 (without interest) upon surrender by such holder of the certificate or certificates representing such shares of Seller Common Stock held by such holder.

Dissenting Shareholders. Any holder of shares of Seller Common Stock who perfects such holder’s 's dissenters’ ' rights in accordance with and as contemplated by Sections 1433-213-1301 101 through 1433-213-1332 310 of the GBCC SCBCA shall be entitled to receive from the Surviving Corporationreceivx xxxx xxe Survivixx Xxxxxxation, in lieu of the Per Share Purchase Price, the value of such shares as to which dissenters’ dissenters rights have been perfected in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with all applicable provisions of such Law, and surrendered to Seller the certificate or certificates representing the shares for which payment is being made. In the event that, that after the Effective Time, Time a dissenting shareholder of Seller fails to perfect, or effectively withdraws or loses loses, such holder’s 's right to appraisal of and payment for such holder’s Dissenter 's Dissenting Shares, Buyer or the Surviving Corporation shall issue and deliver the consideration to which such holder of shares of Seller Common Stock is entitled under this Article 2 3 (without interest) upon surrender by such holder of the certificate or certificates representing such shares of Seller Common Stock held by such holder.

Dissenting Shareholders. Any Notwithstanding the provisions of Section 1.4, any holder of shares of Seller Common Stock who perfects such holder’s dissenters’ rights of appraisal in accordance with and as contemplated by Sections 14S.C. Code Xxx. § 00-200-1301 through 14-2-1332 000 et seq. of the GBCC SCBCA shall be entitled to receive from the Surviving Corporation, in lieu of the Per Share Purchase Price, the value of such shares as to which dissenters’ rights have been perfected in cash as determined pursuant to such provision of Lawthe SCBCA; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with all the applicable provisions of such Law, the SCBCA and surrendered to Seller the certificate Certificate or certificates Certificates representing the shares for which payment is being made. In the event that, that after the Effective Time, Time a dissenting shareholder of Seller fails to perfect, or effectively withdraws or loses loses, such holder’s right to appraisal and of and payment for such holder’s Dissenter Sharesshares, Buyer or the Surviving Corporation shall issue and deliver the consideration Merger Consideration to which such holder of shares of Seller Common Stock is entitled under Section 1.4 of this Article 2 (without interest) Agreement upon surrender by such holder of the certificate Certificate or certificates Certificates representing such shares of Seller Common Stock held by such holder.

Dissenting Shareholders. Any holder of shares of Seller CommerceSouth Common Stock or BancTrust Common Stock who perfects such holder’s his dissenters’ rights of appraisal in accordance with and as contemplated by Sections 14-2-1301 through 14-2-1332 Section 262 of the GBCC DGCL or Article 13 of the ABCA, as applicable, shall be entitled to receive from the Surviving Corporation, in lieu of the Per Share Purchase Price, the value of such shares as to which dissenters’ rights have been perfected in cash as determined pursuant to such provision of Law; provided, however, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with all the applicable provisions of such Lawthe DGCL or ABCA, as applicable, and surrendered to Seller the Surviving Corporation the certificate or certificates representing the shares for which payment is being made. In the event that, If after the Effective Time, Time a dissenting shareholder of Seller CommerceSouth fails to perfect, or effectively withdraws or loses such holder’s loses, his or her right to appraisal and of and payment for such holder’s Dissenter Shareshis or her shares, Buyer or the Surviving Corporation shall issue and deliver the consideration to which such holder of shares of Seller CommerceSouth Common Stock is entitled under this Article 2 Three (without interest) upon surrender by such holder of the certificate or certificates representing such shares of Seller CommerceSouth Common Stock held by such holder.