Common use of Dissenting Stockholders Clause in Contracts

Dissenting Stockholders. Any holder of shares of Source Common ----------------------- Stock or Source Preferred Stock who perfects his dissenters' rights in accordance with and as contemplated by Section 262 of the DGCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting stockholder unless and until such dissenting stockholder has complied with the applicable provisions of the DGCL and surrendered to Source the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting stockholder of Source fails to perfect, or effectively withdraws or loses, his right to appraisal and of payment for his shares, NDC shall issue and deliver the consideration to which such holder of shares of Source Common Stock or Source Preferred Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Source Common Stock or Source Preferred Stock held by him. If and to the extent required by applicable Law, Source will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting stockholders. Upon satisfaction of all claims of dissenting stockholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving Corporation.

Dissenting Stockholders. Any holder of shares of Source Company Common ----------------------- Stock or Source Preferred Stock who perfects his dissenters' appraisal rights in accordance with and as contemplated by Section 262 of the DGCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting stockholder unless and until such dissenting stockholder has complied with the applicable provisions of the DGCL and surrendered to Source the Company the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting stockholder of Source the Company fails to perfect, or effectively withdraws or loses, his right to appraisal and of payment for his shares, NDC Parent shall issue and deliver the consideration to which such holder of shares of Source Company Common Stock or Source Preferred Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Source Company Common Stock or Source Preferred Stock held by him. If and to the extent required by applicable Law, Source the Company will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting stockholders. Upon satisfaction of all claims of dissenting stockholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving Corporation.

Dissenting Stockholders. Any holder of shares of Source Common ----------------------- Stock or Source Magna Class B Preferred Stock who perfects his such holder's dissenters' rights of appraisal in accordance with and as contemplated by Section 262 of the DGCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, however, that no such payment shall be made to any dissenting stockholder unless and until such dissenting stockholder has complied with the applicable provisions of the DGCL and surrendered to Source Magna the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting stockholder of Source Magna fails to perfect, or effectively withdraws or loses, his such holder's right to appraisal of and of payment for his such holder's shares, NDC UPC shall issue and deliver the consideration to which such holder of shares of Source Common Stock or Source Magna Class B Preferred Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Source Common Stock or Source Magna Class B Preferred Stock held by himsuch holder. If and to the extent required by applicable Law, Source Magna will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting stockholders. Upon satisfaction of all claims of dissenting stockholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving Corporation.

Dissenting Stockholders. Any holder of shares of Source Common ----------------------- Stock or Source Magna Class B Preferred Stock who perfects his such holder's dissenters' rights of appraisal in accordance with and as contemplated by Section 262 of the DGCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; , provided, however, that no such payment shall be made to any dissenting stockholder unless and until such dissenting stockholder has complied with the applicable provisions of the DGCL and surrendered to Source Magna the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting stockholder of Source Magna fails to perfect, or effectively withdraws or loses, his such holder's right to appraisal of and of payment for his such holder's shares, NDC UPC shall issue and deliver the consideration to which such holder of shares of Source Common Stock or Source Magna Class B Preferred Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Source Common Stock or Source Magna Class B Preferred Stock held by himsuch holder. If and to the extent required by applicable Law, Source Magna will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting stockholders. Upon satisfaction of all claims of dissenting stockholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving Corporation.

Dissenting Stockholders. Any holder of shares of Source FBI Common ----------------------- Stock or Source Preferred Stock who perfects his such holder's dissenters' rights of appraisal in accordance with and as contemplated by Section 262 Sections 14-2-1301 et seq. of the DGCL GBCC shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of 2 7 Law; provided, however, that no such payment shall be made to any dissenting stockholder unless and until such dissenting stockholder has complied with the applicable provisions of the DGCL GBCC and surrendered to Source FBI the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting stockholder of Source FBI fails to perfect, or effectively withdraws or loses, his such holder's right to appraisal and of payment for his such holder's shares, NDC Regions shall issue and deliver the consideration to which such holder of shares of Source FBI Common Stock or Source Preferred Stock is entitled under this Article 3 Three (without interest) upon surrender by such holder of the certificate or certificates representing shares of Source FBI Common Stock or Source Preferred Stock held by himsuch holder. If and to the extent required by applicable Law, Source FBI will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting stockholders. Upon satisfaction of all claims of dissenting stockholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to the Surviving Corporation.FBI. 3.5