Common use of Shares of Dissenting Shareholders Clause in Contracts

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock and Company Preferred Stock that are outstanding as of the Effective Time and that are held by a shareholder who has properly exercised his appraisal rights under Sections 55-13-20 through 55-13-28 of the NCBCA (the "Dissenting Shares) shall not be converted into the right to receive the Merger Consideration; provided, however, if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such shareholder's right to dissent from the Merger under the NCBCA and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the NCBCA, each share of such holder's Company Common Stock or Preferred Stock, as the case may be, thereupon shall be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Common Stock Merger Consideration or Preferred Merger Consideration respectively, in accordance with Section 2.1. The Company shall give Parent prompt written notice of (i) all demands for appraisal or payment for shares of Company Common Stock or Company Preferred Stock received by the Company prior to the Effective Time in accordance with the NCBCA and (ii) any settlement or offer to settle any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock and or Company Preferred Stock that are outstanding as of the Effective Time and that are held by a shareholder who has properly exercised his appraisal rights under Sections 55-13-20 through 55-13-28 Section 262 of the NCBCA DGCL (the "Dissenting SharesDISSENTING SHARES") shall not be converted into the right to receive the Merger Consideration; providedPROVIDED, howeverHOWEVER, if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such shareholder's his right to dissent from the Merger under the NCBCA DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the NCBCADGCL, each share of such holder's Company Common Stock or Company Preferred Stock, as the case may be, thereupon shall be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Common Stock Merger Consideration or Preferred Merger Consideration respectively, in accordance with Section 2.1Article II. The Company shall give Parent prompt written notice of (i) all demands for appraisal or payment for shares of Company Common Stock or Company Preferred Stock received by the Company prior to the Effective Time in accordance with the NCBCA DGCL, and (ii) any settlement or offer to settle any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock and Company Preferred Stock that are outstanding as of the Effective Time and that are held by a any shareholder who has properly exercised his appraisal rights under Sections 55-13-20 through 55-13-28 not voted such shares in favor of or consented to the Merger and who complies with all the provisions of Article 5.12 of the NCBCA TBCA (the a "Dissenting SharesShareholder") shall not be converted into concerning the right to receive the Merger Consideration; provided, however, if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such shareholder's right of shareholders to dissent from the Merger under and require appraisal of their shares of Company Common Stock ("Dissenting Shares") will not be converted as described in Section 2.2(c), but will become the NCBCA and right to receive such consideration as may be determined to be due with respect to such Dissenting Shares Shareholder pursuant to and subject to the requirements laws of the NCBCAState of Texas. If, each share of such holder's Company Common Stock or Preferred Stock, as the case may be, thereupon shall be deemed to have been converted into and to have become, as of after the Effective Time, the right to receive, without any interest thereon, the Common Stock Merger Consideration such Dissenting Shareholder withdraws his or Preferred Merger Consideration respectively, in accordance with Section 2.1. The Company shall give Parent prompt written notice of (i) all demands her demand for appraisal or payment for fails to perfect or otherwise loses his or her right of appraisal, in any case pursuant to the TBCA, his or her shares of Company Common Stock or will be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, without interest, upon the surrender of such certificate in accordance with the terms of this Agreement. The Company Preferred will give Parent (i) prompt notice of any demands for appraisal of shares of Company Common Stock received by the Company prior to the Effective Time in accordance with the NCBCA and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any settlement such demands. The Company will not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle settle, or otherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock and Company Preferred Stock that are outstanding as of the Effective Time and that are held by a shareholder who has properly exercised his appraisal rights under Sections 55-13-20 through 55-13-28 Chapter 13 of the NCBCA CGCL (the "Dissenting Shares) shall not be converted into the right to receive the Merger Consideration; provided, however, if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such shareholder's ’s right to dissent from the Merger under the NCBCA CGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the NCBCACGCL, each share of such holder's ’s Company Common Stock or Preferred Stock, as the case may be, thereupon shall be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Common Junior Stock Merger Consideration or Preferred Merger Consideration respectively, in accordance with Section 2.1. The Company shall give Parent prompt written notice of (i) all demands for appraisal or payment for shares of Company Common Stock or Company Preferred Stock received by the Company prior to the Effective Time in accordance with the NCBCA CGCL and (ii) any settlement or offer to settle any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock and Company Preferred Stock that are issued and outstanding as of the Effective Time and that are held by a shareholder who has properly exercised his appraisal rights under Sections 55-13-20 through 55-13-28 of the NCBCA (the "Dissenting Shares") under applicable law, shall not be converted into the right to receive the Merger Consideration; provided, however, if any such Consideration unless and until the holder shall have failed to perfect perfect, or shall have effectively withdrawn or lost such shareholder's lost, his, her or its right to dissent from the Merger under the NCBCA applicable law, and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the NCBCAapplicable law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right, each share of such holder's Company Common Stock or Preferred Stock, as the case may be, shall thereupon shall be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Common Stock Merger Consideration consideration provided for in Section 1.5 upon surrender of the Certificate or Preferred Merger Consideration respectively, in accordance with Section 2.1Certificates representing such Dissenting Shares. The Company shall give Parent prompt written notice of Buyer (i) all prompt notice of any notice or demands for appraisal or payment for shares of Company Common Stock or Company Preferred Stock received by the Company prior to the Effective Time in accordance with the NCBCA and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any settlement such demands or notices. The Company shall not, without the prior written consent of Buyer, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock and Company Preferred Stock that are issued and outstanding as of the Effective Time and that are held by a shareholder who has properly exercised and has not failed to perfect or effectively withdrawn or lost his appraisal rights under Sections 55-13-20 through 55-13-28 right (to the extent such right is available by law) to demand and to receive the "fair value" of the NCBCA such shares (the "Dissenting Shares") under the PBCL shall not be converted into the right to receive the Merger Consideration; provided, however, if any such Consideration unless and until the holder shall have failed to perfect perfect, or shall have effectively withdrawn or lost such shareholder's lost, his right to dissent from the Merger under the NCBCA PBCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the NCBCAPBCL. If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right, each share of such holder's Company Common Stock or Preferred Stock, as the case may be, shall thereupon shall be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Common Stock Merger Consideration or Preferred Merger Consideration respectively, in accordance with Section 2.1Consideration. The Company shall give Parent prompt written notice of (i) all demands prompt notice of any notice or demand for appraisal or payment for shares of Company Common Stock or Company Preferred Stock received by the Company prior to the Effective Time in accordance with the NCBCA and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any settlement such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock and Company Preferred Stock that are outstanding as of the Effective Time and that are held by a shareholder holder of Company Common Stock who has properly exercised his appraisal or her rights under Sections 55-13-20 through 55-13-28 Section 1300 et. seq. of the NCBCA CGCL (the "“Dissenting Shares”) or under the DGCL shall not be converted into the right to receive the Merger Consideration; provided, however, if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such shareholder's his right to dissent from the Merger under the NCBCA CGCL or DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the NCBCACGCL or DGCL, each share of such holder's ’s Company Common Stock or Preferred Stock, as the case may be, thereupon shall be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Common Stock Merger Consideration or Preferred Merger Consideration respectively, in accordance with Section 2.1Article II. The Company shall give Parent prompt written notice of (i) all demands for appraisal or payment for shares of Company Common Stock or Company Preferred Stock received by the Company prior to the Effective Time in accordance with the NCBCA CGCL or DGCL, and (ii) any settlement or offer to settle any such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.