Common use of Shares of Dissenting Stockholders Clause in Contracts

Shares of Dissenting Stockholders. Any issued and outstanding shares of Prize Common Stock held by a Dissenting Stockholder shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL; provided, however, shares of Prize Common Stock outstanding at the Effective Time and held by a Dissenting Stockholder who shall, after the Effective Time, withdraw his demand for appraisal or lose his right of appraisal as provided in the DGCL, shall be deemed to be converted, as of the Effective Time, into the right to receive the shares of Parent Common Stock and the Cash Consideration (without interest) specified in Section 2.4(c)(i) in accordance with the procedures specified in Section 2.5(c). Prize shall give Parent (A) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the DGCL received by Prize, and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prize 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 such demands.

Shares of Dissenting Stockholders. Any issued and outstanding shares of Prize Company Common Stock held by a Dissenting Stockholder shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL; provided, however, shares of Prize Common Company Capital Stock outstanding at the Effective Time and held by a Dissenting Stockholder who shall, after the Effective Time, withdraw his his, her or its demand for appraisal or lose his his, her or its right of appraisal as provided in the DGCL, and such shares shall be deemed to be converted, as of the Effective Time, into the right to receive the shares of Parent Common Stock and the Cash Consideration (without interest) specified in Section 2.4(c)(i) Merger Consideration, in accordance with the procedures specified in Section 2.5(c)this Article 2. Prize Prior to the Effective Time, the Company shall give Parent (A) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the DGCL relating to appraisal rights received by Prizethe Company, and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prize Prior to the Effective Time, the Company 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 such demands.. 2.5

Shares of Dissenting Stockholders. Any issued and outstanding shares of Prize Tide West Common Stock held by a Dissenting Stockholder shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL; provided, -------- however, shares of Prize Tide West Common Stock outstanding at the Effective Time ------- and held by a Dissenting Stockholder who shall, after the Effective Time, withdraw his demand for appraisal or lose his right of appraisal as provided in the DGCL, shall be deemed to be converted, as of the Effective Time, into the right to receive the shares of Parent Common Stock and the Cash Consideration amount of cash (without interest) specified in Section 2.4(c)(i2.4(b)(i) in accordance with the procedures specified in Section 2.5(c2.5(b). Prize Tide West shall give Parent (A) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the DGCL received by PrizeTide West, and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prize Tide West 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 such demands.

Shares of Dissenting Stockholders. Any issued and outstanding shares of Prize Company Common Stock held by a Dissenting Stockholder shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL; provided, however, shares of Prize Common Company Capital Stock outstanding at the Effective Time and held by a Dissenting Stockholder who shall, after the Effective Time, withdraw his his, her or its demand for appraisal or lose his his, her or its right of appraisal as provided in the DGCL, and such shares shall be deemed to be converted, as of the Effective Time, into the right to receive the shares of Parent Common Stock and the Cash Consideration (without interest) specified in Section 2.4(c)(i) Merger Consideration, in accordance with the procedures specified in Section 2.5(c)this Article 2. Prize Prior to the Effective Time, the Company shall give Parent (A) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the DGCL relating to appraisal rights received by Prizethe Company, and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prize Prior to the Effective Time, the Company 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 such demands.

Shares of Dissenting Stockholders. Any issued and outstanding shares of Prize GreenHunter Common Stock or GreenHunter Preferred Stock held by a Dissenting Stockholder shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL; provided, however, shares of Prize GreenHunter Common Stock or GreenHunter Preferred Stock outstanding at the Effective Time and held by a Dissenting Stockholder who shall, after the Effective Time, withdraw his demand for appraisal or lose his right of appraisal as provided in the DGCL, shall be deemed to be converted, as of the Effective Time, into the right to receive the shares of Parent Common Stock or Parent Preferred Stock, as the case may be, and the Cash Consideration cash payment in lieu of fractional shares as provided in Section 2.5(e) (without interest) specified in Section 2.4(c)(i) in accordance with the procedures specified in Section 2.5(c). Prize GreenHunter shall give Parent (A) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the DGCL received by PrizeGreenHunter, and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prize GreenHunter 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 such demands.

Shares of Dissenting Stockholders. Any issued and outstanding shares Shares of Prize Common Stock outstanding immediately prior to the Effective Time and held by a holder who has properly exercised his appraisal rights in accordance with Section 262 of the DGCL (the “Dissenting Stockholder Shares”) shall cease to be outstanding and be cancelled. Dissenting Shares shall not be converted into the right to receive the Merger Consideration as set forth herein, unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Stockholder Shares pursuant to and subject to the requirements of the DGCL; provided, however, shares of Prize Common Stock outstanding at the Effective Time and held by a Dissenting Stockholder who shall, after the Effective Time, withdraw his demand for appraisal or lose his right of appraisal as provided in the DGCL, . The Company shall be deemed to be converted, as of the Effective Time, into the right to receive the shares of Parent Common Stock and the Cash Consideration (without interest) specified in Section 2.4(c)(i) in accordance with the procedures specified in Section 2.5(c). Prize shall give provide Parent (Ai) prompt notice of any written demands for appraisalappraisal of any shares of Common Stock, attempted withdrawals of such demands for appraisal and any other instruments served pursuant to the DGCL and received by Prize, the Company related thereto and (Bii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for the exercise of appraisal rights under the DGCL. Prize will not voluntarily make any payment with respect to any demands for appraisal and will The Company shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle settle, any such demands, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Any issued and outstanding shares of Prize Alpha Common Stock held by a Dissenting Stockholder shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL; provided, however, shares of Prize Alpha Common Stock outstanding at the Effective Time and held by a Dissenting Stockholder who shall, after the Effective Time, withdraw his demand for appraisal or lose his right of appraisal as provided in the DGCL, shall be deemed to be converted, as of the Effective Time, into the right to receive the shares of Parent Lima Common Stock and the Cash Consideration amount of cash (without interest) specified in Section 2.4(c)(i) 2.4(b)(i), in accordance with the procedures specified in Section 2.5(c2.5(b). Prize Alpha shall give Parent Lima (A) prompt notice of any written demands demand for appraisal, withdrawals withdrawal of demands demand for appraisal and any other instruments served pursuant to the DGCL received by PrizeAlpha, and (B) the opportunity to direct all negotiations and proceedings with respect to demands demand for appraisal under the DGCL. Prize Alpha will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of ParentLima, settle or offer to settle any such demands.

Shares of Dissenting Stockholders. Any issued and outstanding shares of Prize Common Stock and Prize Preferred Stock held by a Dissenting Stockholder shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL; provided, however, shares of Prize Common Stock and Prize Preferred Stock outstanding at the Effective Time and held by a Dissenting Stockholder who shall, after the Effective Time, withdraw his his, her or its demand for appraisal or lose his his, her or its right of appraisal as provided in the DGCL, shall be deemed to be converted, as of the Effective Time, into the right to receive the shares of Parent Common Stock and the Cash Consideration (without interest) specified in Section 2.4(c)(i) or Parent Preferred Stock, as applicable, in accordance with the procedures specified in Section 2.5(c2.5(b). Prize shall give Parent (A) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the DGCL received by Prize, and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prize 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 such demands.

Shares of Dissenting Stockholders. Any issued and outstanding shares of Prize Company Common Stock held by a Dissenting Stockholder shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCLNGCL; provided, however, shares of Prize Company Common Stock outstanding at the Effective Time and held by a Dissenting Stockholder who shall, after the Effective Time, withdraw his his, her or its demand for appraisal or lose his his, her or its right of appraisal as provided in the DGCLNGCL, and such shares shall be deemed to be converted, as of the Effective Time, into the right to receive the shares of Parent Common Stock and the Cash Consideration (without interest) specified in Section 2.4(c)(i) Merger Consideration, in accordance with the procedures specified in Section 2.5(c)this Article 3. Prize Prior to the Effective Time, the Company shall give Parent HSCC (A) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the DGCL NGCL relating to appraisal rights received by Prizethe Company, and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLNGCL. Prize Prior to the Effective Time, the Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of ParentHSCC, settle or offer to settle any such demands.