Dissenters. Each outstanding share of capital stock of the Company the holder of which has perfected his right to dissent under applicable law and has not effectively withdrawn or lost such right as of the Effective Time (the "Dissenting Shares") shall not be converted into the right to receive Basic Purchase Consideration, and the holder thereof shall be entitled only to such rights as are granted by applicable law. The Company shall give Centerprise prompt notice upon receipt by the Company of any such written demands for payment of fair value of shares of capital stock of the Company and any other instruments provided pursuant to applicable law. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.
Dissenters. The holders of not more than ten percent (10%) of the outstanding Company Common Stock shall have demanded appraisal of their Company Common Stock in accordance with the DGCL.
Dissenters. The holders of no more than ten percent (10%) of the outstanding shares of Company Capital Stock shall have either elected to exercise their rights to dissent from the Merger and shall have not effectively lost or withdrawn such dissenters rights or shall otherwise be entitled to exercise their rights to dissent from the Merger and shall have not effectively lost or withdrawn their right to exercise such dissenters rights.
Dissenters. The aggregate number of Dissenters' Shares shall not exceed 5.0% of the total number of shares of HNWC Common Stock outstanding and entitled to vote;
Dissenters. The shares of Company Common Stock held by those shareholders of the Company who have timely and properly exercised their dissenters' rights in accordance with the provisions of the MBCA applicable to dissenters' rights (the "Appraisal Laws") are referred to herein as "Dissenting Common Shares". Each Dissenting Common Share, the holder of which, as of the Effective Time of the Merger, has not effectively withdrawn or lost his dissenters' rights under the Appraisal Laws, shall not be converted into or represent a right to receive the Common Cash Conversion Amounts in the Merger, but the holder thereof shall be entitled only to such rights as are granted by the Appraisal Laws. Each holder of Dissenting Common Shares who becomes entitled to payment for his Company Common Stock pursuant to the provisions of the Appraisal Laws shall receive payment therefor from the Surviving Corporation from funds provided by Purchaser (but only after the amount thereof shall have been agreed upon or finally determined pursuant to such provisions). If any holder of Dissenting Common Shares shall effectively withdraw or lose his dissenters' rights under the Appraisal Laws, such Dissenting Common Shares shall be converted into the right to receive the Common Cash Conversion Amounts in accordance with the provisions hereof.
Dissenters. The number of shares as to which shareholders of Acquired Corporation have exercised dissenters rights of appraisal under section 2.6 does not exceed 10% of the outstanding shares of common stock of Acquired Corporation.
Dissenters. This Agreement may be terminated at any time prior to or on the Closing Date by Buyer upon written notice to Seller, if the holders of more than 10% of the outstanding shares of Seller Stock elect to exercise their statutory right to dissent from the Merger and demand payment in cash for the “fair value” of their shares.
Dissenters. (a) The Merger Consideration will be reduced, on a pro rata basis, as a result of any Dissenter seeking the appraisal rights pursuant to Section 262 of the DGCL, with respect to his shares of Old Motoguzzi Common Stock or
Dissenters. The total number of Dissenting Shares shall not exceed five percent (5%) of the issued and outstanding shares of Company Common Stock as of the Effective Time.
Dissenters. Any shareholder of the Bank perfecting dissenters' rights with respect to the Share Exchange in the manner required by Article 13 of Chapter 55 of the North Carolina General Statutes shall be entitled to receive payment of the fair value of his shares of Bank Stock in the manner and pursuant to the procedures provided therein. Any shares of Corporation Stock authorized to be issued pursuant to this Plan but not exchanged for shares of Bank Stock because of the dissent or objection of a shareholder of the Bank and the receipt by him of cash in lieu of shares, may be sold by the Transfer Agent at public auction or by private sale (including a sale to the Corporation), or through a dealer or by any other reasonable method, at its election, for the best available price, and the net proceeds of any such sale shall be retained by the Corporation.
