Dissenting Stock. Notwithstanding anything in this Agreement to the contrary but only to the extent required by DGCL, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of Common Stock who comply with all the provisions of Delaware law concerning the right of holders of Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock ("Dissenting Shareholders") shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant to the laws of the State of Delaware; PROVIDED, HOWEVER, that (i) if any Dissenting Shareholder shall subsequently deliver a written withdrawal of his or her demand for appraisal (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or (ii) if any Dissenting Shareholder fails to establish and perfect his or her entitlement to appraisal rights as provided by applicable law, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal of such shares and such shares shall thereupon be deemed to have been converted into the right to receive, as of the Effective Time, the Merger Consideration, without interest. The Corporation shall give Parent and Sub (A) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other related instruments received by the Corporation, and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal. The Corporation will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any demand.
Dissenting Stock a. Notwithstanding any provision of this Agreement to the contrary, shares of Company Stock that are outstanding immediately prior to the Effective Time and that are held by Company Stockholders who have not voted in favor of the Merger and who have demanded properly in writing payment for such shares in accordance with Section 623 of the NYBCL (collectively, the “Dissenting Stock”) shall not be converted into, or represent the right to receive, any portion of the Final Merger Consideration payable pursuant to the terms of this Agreement. Such holders of Company Stock shall be entitled to receive payment for such shares of Company Stock held by them in accordance with the provisions of such Section 623, except that all Dissenting Stock held by the holders of Company Stock who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to payment for such shares under such Section 623 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive a portion of the Final Merger Consideration payable pursuant to the terms of this Agreement, without any interest thereon, upon surrender, in the manner provided herein, of such Company Stock, together with a Joinder Agreement, duly executed and completed in accordance with the instructions thereto, to Parent as set forth in Section 2.10(a).
Dissenting Stock. (a) Notwithstanding any other provisions of this Agreement to the contrary, no Dissenting Stock will be converted into or represent a right to receive any portion of the Merger Consideration set forth in this Section 2, and any holder of the Dissenting Stock will only be entitled to such rights as are provided by Delaware General Corporation Law.
Dissenting Stock. 12 Section 3.4
Dissenting Stock. Holders of no more than 5% of the outstanding shares of Highland Common Stock shall have given notice requesting that their shares of Highland Common Stock be treated as Dissenting Stock.
Dissenting Stock. 10 ARTICLE V
Dissenting Stock. Notwithstanding any provision of this Agreement to the contrary, shares of the iJoin Stock with respect to which appraisal rights have been demanded and perfected in accordance with Section 262(d) of the Delaware Law (the "Dissenting Stock") shall not be converted into the right to receive the Tech Common Stock as provided in Section 2.06 hereof at or after the Effective Time, and the holder thereof shall be entitled only to such rights as are granted by the Delaware Law. Notwithstanding anything set forth in the preceding sentence, if any holder of shares of the iJoin Stock who demands appraisal of such shares under the Delaware Law shall effectively withdraw his or her demand for such appraisal (in accordance with Section 262(k) of the Delaware Law) or becomes ineligible for such appraisal (through failure to perfect or otherwise) then, as of the Effective Time or the occurrence of such event, whichever is the last to occur, such holder's Dissenting Stock shall cease to be Dissenting Stock and shall be converted into and represent the right to receive the Tech Common Stock as provided in Section 2.06, without interest thereon.
Dissenting Stock. 15 Section 3.4 Surrender of Certificates.................................15 Section 3.5 Payment...................................................16 Section 3.6
Dissenting Stock. Notwithstanding anything in this Agreement to the contrary, any Stockholder that is entitled to demand, and properly demands, appraisal of its Holdings Shares pursuant to, and complies in all respects with, Section 262 of the DGCL shall not be converted into the right to receive the Merger Consideration, but instead shall be entitled to such rights (but only such rights) as are granted by Section 262 of the DGCL. If any Dissenting Stockholder shall fail to perfect or shall have effectively waived, withdrawn or lost the right to dissent, Holdings Shares held by such Dissenting Stockholder shall thereupon be treated as though such Holdings Shares had been converted into the Merger Consideration pursuant to this Article II.
Dissenting Stock. (a) Notwithstanding any provision of this Agreement to the contrary, shares of Common Stock issued and outstanding immediately before the Effective Time that are held by any Shareholder who is entitled to demand and properly demands appraisal of such shares (collectively, the “Dissenting Stock”) pursuant to, and who complies with, the provisions of Subchapter H of Chapter 10 of the TBOC (“Subchapter H”) will not be converted into the right to receive the consideration as provided in Section 1.02 but instead such Shareholder will be entitled to payment of the fair value of such shares in accordance with the provisions of Subchapter H. At the Effective Time, the Dissenting Stock will no longer be outstanding and will automatically be canceled and will cease to exist, and each holder of Dissenting Stock will cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Subchapter H. Notwithstanding any provision herein to the contrary, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Subchapter H, or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Subchapter H, then the right of such holder to be paid the fair value of such holder’s shares of Common Stock under Subchapter H will cease and such shares will be deemed to have been converted at the Effective Time into, and will have become, the right to receive the consideration as provided in Section 1.02.
