Dissenting Stockholder. “Dissenting Stockholder” shall have the meaning set forth in Section 1.9(a).
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Dissenting Stockholder. Notwithstanding anything to the contrary herein, any Company Share for which any Company Stockholder (such Company Stockholder, a “Dissenting Stockholder”) (a) has not voted in favor of the Merger or consented to it in writing and (b) has demanded the appraisal of such Company Shares in accordance with, and has complied in all respects with, Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the applicable portion of Adjusted Transaction Share Consideration pursuant to Section 2.1(h). From and after the Effective Time, (i) the Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (ii) the Dissenting Stockholders shall be entitled only to such rights as may be granted to them under Section 262 of the DGCL and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Company or any of its Affiliates (including Atlas); provided, however, that if any Dissenting Stockholder effectively withdraws or loses such appraisal rights (through failure to perfect such appraisal rights or otherwise), then the Company Shares held by such Dissenting Stockholder (A) shall no longer be deemed to be Dissenting Shares and (B) shall be treated as if they had been converted automatically at the Effective Time into the right to receive the applicable portion of Adjusted Transaction Share Consideration pursuant to Section 2.1
Dissenting Stockholder. Section 2.2
Dissenting Stockholder. Each Stockholder represents that such ---------------------- Stockholder has voted the Shares owned beneficially or of record by such Stockholder in favor of the adoption of this Agreement and the Merger and, consequently, shall not be entitled to, and shall not, demand and perfect appraisal rights in accordance with (S)3-201, et. seq. of the Maryland General Corporation Law.
Dissenting Stockholder. “Non-Dissenting Stockholder” shall mean each stockholder of the Company that does not perfect such stockholder’s appraisal rights under the DGCL and is otherwise entitled to receive consideration pursuant to Section 1.4.
Dissenting Stockholder. “Dissenting Stockholder” shall mean any holder of Company Common Stock outstanding immediately prior to the Effective Date who shall have not voted in favor of the Merger and who shall have made and perfected a proper demand in writing for payment of the value of said shares in accordance with all applicable dissenters’ rights statutes in accordance with Delaware Law, and who has not effectively withdrawn or lost the right to such payment.
Dissenting Stockholder. Section 1.9.................. 4
Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or shall have effectively withdrawn or lost the right to dissent with respect to any Shares, such Shares shall thereupon be treated as though such Shares had been converted into the Merger Consideration pursuant to Section 4.1 hereof. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to stockholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.
Dissenting Stockholder. 2.7. DRULPA.........................................................
